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Untitled AGREEMENT FOR DONATION OF CERTAIN ASSETS,RIGHTS AND OBLIGATIONS OF THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY TO CITY OF YELM AUG. 8. 2002 3: 19PM BETTS PATTERSON N0. 5910 P. 1 Betts Patterson FAX MESSAGE Mines Attorneys at Law Fax: (206) 343-7053 One Convention Ploce Suite 1400 701 PikStreet SeaI1e,WA,96101-3927 Date: 818102 Fax: (206)343-7053 Phone: (206)292.9988 To: Shelly Badger Fax#: (360)458-4348 (lnciude area code for ALL numbers.) Company; City of Y'elm From: Taro Kusunose File#: 9998.0072 Re: Markus Proper , /Railroad-Crossing Number of Pages: 11 ! NOTICE: Information contained in this communication is ' {including this cover sheet} privileged and/or confidential, intended only for the i individual/entity named above. If reader of this cover page is 1 i not the intended recipient,you are hereby notified that any i Please call Judy Thompson + dissemination, distribution, or copying of this information is at(206)292-9988,ext. 8813 strictly prohibited. If you have received this fax in error, please ` if you do not receive any of these pages or if immediately notify us by phone (206)292-9988 and return this there is a problem, i fax to above address via U.S. Mail. Thank you. — —; NOTES: Shelly: Attached please find a DRAFT assignment agreement for your review, and possibly to be forwarded by you to Mr. Markus' agent. The document obviously still needs to be completed with information such as the potcntial buyer's name, etc. Please call or write with your questions, or if you see language that requires editing. Also, when the buyer's name and other info become available, please pass that along so that we can complete the doc, Thanks. Taro (206)268-8646; tkusu o�se�,.bpmlaw._c-om URGENT! ! DELIVER IMMEDIATELY 162418/080802 1517199980072 AUG, 8. 2002 3: 19PM BETTS PATTERSON N0, 5910 P. 2 DRAFT ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT("Agreement") is entered into this day of , 2002,by and between The City of Yelm, a municipality in the State of Washington(hereinafter"City"),Patricia Ann Paisley and Lewis H. Markus whose address is (hereinafter collectively"Assignor"); and ,whose address is ("Assignee"). WHEREAS the Burlington Northern and Santa Fe Railway Company(fka Burlington Northern Railroad Company; fka Burlington Northern, Inc.) ("BNSF") and Assignor entered into that certain Private Roadway and Crossing Agreement dated lune 16, 1986(the"Crossing Agreement") (attached hereto as Exhibit A),with respect to that private road and cattle pass crossing, hereinafter sometimes jointly referred to as the "Roadway," and sometimes referred to as the "Crossing" located between concrete 4& S beneath "Railroad's"Bridge 22.1 over the Nisqually River. at or near YELM, Counly of ThurstonWashington; and WHEREAS on November 16, 2000, BNSF and the City entered into an Agreeme t for Donation of Certain Assets, Rights and Obligations of The Burlington Northern and nta Fe Railway Company to City of Yelm wherein the Crossing Agreement was assigned by BNSF to City; and WHEREAS Assignor now desires to sell to Assignee certain real property accessible via the Crossing; NOW,THEREFORE, the parties for good and valuable consideration, the receipt of which is hereby acknowledged, agree as follows: WITNESSETH: Assignor desires to assign its entire interest in, and all of its rights and obligations under the Crossing Agreement to Assignee, and Assignee desires to assume Assignor's entire interest in, and all of Assignor's rights and obligations under, the Crossing Agreement; and City desires to consent to said assignmcnt/assuinption. NOW THEREFORE, in consideration of the foregoing and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor, Assignee and City agree as follows: 1. Assignor assigns to Assignee, as of , 2002, all of Assignor's right, title and interest in and to the Crossing Agreement. 2. Assignee hereby assumes the Crossing Agreement as of same date , 2002, and will perform and observe all of the terms and conditions therein contained on Assignor's part to be performed and observed. 1623681080802 1454199980072 AUG, 8. 2002 3: 19PM BETTS PATTERSON N0, 5910 P. 3 3. City consents to the aforesaid assignment and assumption of the Crossing Agreement upon the express condition that no further assignment of the Crossing Agreement shall hereinafter be made without prior written consent of City. City's consent to this Assignment does riot waive any existing default by Assignor and City expressly reserves any and all rights it may have with respect to any existing or future default under the Crossing Agreement. 4. This Assignment may not be changed, modified, discharged or terminated orally or in any manner other than by an agreement in writing signed by the parties hereto or their respective successors and assigns. This Assignment constitutes the entire agreement of the parties hereto relating to the subject matter hereof. 5. Assignor represents that it is not in default under the Crossing Agreement,that Assignor has not previously assigned its right,title, obligations and interest under the Crossing Agreement, that Assignor has full and lawful authority to assign the Crossing Agreement, and that City is not in default under the Crossing Agreement. Assignor hereby acknowledges that the Crossing Agreement is in full force and effect and has not been amended. Assignee represents that it has full and lawful authority to assume the Crossing Agreement and that the City is not in default under the Crossing Agreement, 6. Assignor and Assignee agree that neither the Crossing Agreement nor this Agreement may be assigned to any other party and any such assignment shall be void. 7. This Agreement shall be governed and construed according to the laws of the State of Washington. City, Assignor and Assignee consent to jurisdiction and venue in any court situated in the County of Icing, State of Washington, to resolve any dispute arising out of or related to this Assignment. 8. In the event of any litigation arising out of or in connection with this Agreement, the prevailing party shall be awarded reasonable attorneys' fees, costs and expenses. 9. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall be taken to be one and the same instrument, for the same effect as if all of the parties hereto had signed the same signature page, Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signature thereon and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written. (Signatures on following page) - 2 - 16236910K0802 1454/99980072 AUG, 8. 2002 3; 20PM BETTS PATTERSON N0, 5910 P, 4 ASSIGNOR: Patricia Ann Paisley 9"-- Lewis H. Markus C12 91 v 4— ASSIGNEE: [name of assignee here] CITY: The City of Yelm By: Its: - 3 - 162369/080802 14$4/99980072 AUG, 8. 2002 3:20PM BETTS PATTERSON N0, 5910 P. 5 STATE OF WASHINGTON ) ss. COUNTY OF THURSTON ) On this day of , 2002,before me,the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn,personally appeared Patricia Ann Paisley, to me known to be the individual who executed the foregoing instrument, and acknowledged the signing of said instrument to be her free and voluntary act, for the uses and purposes therein mentioned. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. P Notary Public And for the State of Washington Printed Name: My appointment expires: STATE OF WASHINGTON ) ss. COUNTY OF THURSTON ) On this day of , 2002,before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn,personally appeared Lewis H. Markus, to me known to be the individual who executed the foregoing instrument, and acknowledged the signing of said instrument to be his free and voluntary act, for the uses and purposes therein mentioned. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. P Notary Public Md for the State of Washington Printed Name: My appointment expires- -4 - 16236080802 xpires:-4 -162368/080802 1454/99980072 AUG. 8. 2002 3:20PM BETTS PATTERSON N0. 5910 P. 6 STATE OF WASHINGTON ) ss. COUNTY OF THURSTON ) On this day of ,2002,before me,the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn,personally appeared , to me known to be the individual who executed the foregoing instrument, and acknowledged the signing of said instrument to be his/her free and voluntary act, for the uses and purposes therein mentioned. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. �P Notary Public in and for the State of Washington Printed Name: My appointment expires: STATE OF WASHINGTON ) ss. COUNTY OF THURSTON ) On this day of , 2002,before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn,personally appeared , to me known to be the of the City of Yelm, a municipal corporation in the State of Washington, and acknowledged the signing of said instrument to be his/her free and voluntary act on behalf of the City of Yelm, for the uses and purposes therein mentioned. IN WITNESS WHEREOF I have hereunto set my hand and affixed,N official sea] the day and year first above written. �P d Notary Public in and for the State of Washington Printed Name: My appointment expires: - 5 - 16230080802 1454/99960072 AUG. 8. 2002 3: 20PM BETTS PATTERSON N0, 5910 P. 7 EXHISIT No. CX86-16044 PRIVATE ROADWAY AND CROSSING AGREEMENT Transfer: 205,343 1/15/72 Robert H. Sherman AGREEHGNT made this 16th day of JUNE 19L6, between aUTO 9roai DeINGN NORTHERN RAILROAD COMPAN CMAryal „,, wh pogt office address is corporation, hereinafter called l also 2000 First Interstate tenter, 999 Third Avanue, Seattle, Washington 9A104-1105, and PATRIcIA ANN PAISLEY and LEWIS h. MARKUS, whose post office address 15 P.O. Box 778, Yelm, WA 98597, horainafter called "Permittee", WITNESS6714' WHEREAS, Permittee desires for Pertnittee's use and maintenance upon the right-of-way of Railrood of a private road and cattle pass crossing, hereiraftOr sometimes jointly referred to as the "roadway", and sometimes referred to as the "crossing", located Det n concrete 4 b 6 b neath 'Rellroad's' Bride 2Z.1 over the Niseually R ver a or near oun o urs mane a arts ereof, s own ghT g to upon the plan w c ,s at ac a ere of end- P marked Exhibit "A" dated 11/18/71, and Railroad agreesto maintenance nce thereof and the use thereof by Permittee upon the 9 conditions: 1• Permittee shall, at THEIR own cost and expense, maintain the roadway approaches and drainage facilities. Permittee shall, at THEIR own cost and expense, obtain and furnish to Railroad a policy of Public Liability and Property Damage insurance as set out In Addendum attached hereto and made a part hereof, Railroad shall maintain said crossing At Permittee's cost and expense. 2. Permittee shall, upon execution hereof, pay to Railroad for the 11cfor the five-year sglon periodere bommenCing asranted he $um of of the date firstTY IVE hereDOLLARS nabove written, as may behIneeffect rom tilneAtol time sforstandard periodslicense subsequent to incharge a such five-year period. 3• permittee shall pay to Railroad from time to time the cost of the Maintenance, additions and bettermentt done by Railroad herein Agreed to be borne by Permittee, within twenty (20) days after bills are rendered therefor. 4. Should the right-of-way be now or hereafter ren Gd a tthe at Permittee s described, Parmittee shall construct, maintain, and keep ep expense, farm crossing gates in a manner satisfactory to the Division Superintendent of Railroad and said gates shall he kept closed, excapc when necessary to be open for travel. Permittee agrees to assume all damages of evrttsels ore forkind failuretsoever to keep the resulting same inrom proper�repair, asllwre to agreed in thisg ates clOSed, paragraph. 5, permittee shall at all times keep the flangaways of said crossing free and clear of all snow,vehicles or f1 mdirt or ttly her machineryuctions crossinghthereovir or ther- atsoever which 04Y accumulate by virtue 0 Lad's errottee shall not permit sold crossing to be used as a public nor shall Permittee authorize others to use said crossing without written Consent. Provided, however, written concant Shall not 'be required for occasional guggsts of Permittee, Permittee further agrees that upon the lease, sale, devise 6r conveyance Of the property being served by t 19 crossing that the Permittee shall notify Railroad of such lease, sale, devise or conveyance and shall require that the lt!ssee, grantee, receiver or purchaser make application for a private crossing with Railroad, AUG, 8. 2002 3; 21PM BETTS PATTERSON N0, 5910 P. 8 7, permittee, at Permittee's owl' expense, shall remove and keep removed any vegetation at said crossing which may interfere with the view of trains approaching in either direction. 9. The permission hereby granted shall neither be or be deemed or con- strued to to a grant of land not shall it constitute ownership by Permittee of the roadway or that portion of the right-of-way of Railroad upon which the roadway is located. 9. Permittee shall and hereby does release and discharge Railroad of end from any and all liability for damage to or destruction of the said roadway, or Any property of Permittee thereon; and shall and hereby does assume any and all liability for injury to or death of persons, or loss of or damage to property in any manner arising from or during the use, maintenance, repair or removal of said roadway, however such injury, death, loss, damage or destruction aforesaid may occur or be caused; and shall and hereby does indemnify and save harmless Railroad of and from any and all claims, demands, suits, actions, damages, recoveries, Judgments, costs or expenses arising or growing out of or in connection with any such injury, death, loss, damage or destruction aforesaid. Permittee further agrees to appear and defend in the name of Railroad any suits or actions at law brought against it on account of any such personal injuries, death or damage to property, and to pay and satlsf any final Judgment that may be rendered against the Railroad in any such suit or action. The liability assumed by Permittee herein shall not be affected or diminished by the fact, if it be a fact, that any such suit or action brought against Railroad may arise out of negligence of Railroad, its offi'cerS. agents, servants or employees or be contributed to by such negligence, except to the extent that the liability assumed may be prohibited by law. Notwithstandini the foreH2inq, nothing herein contained is to be construed as an-i-infe-Inni f1 ration a a n e sae neqiiqence Of e roe is o tcers em Res or a en s. j0. It is agreed that the provisions of paragraph 9 are for the equal protection of any other railroad company or companies, including National Railroad Passenger Corporation (Amtrak), heretofore or hereafter granted the joint use of Railroad's property, of which said premises are a part. 11. in the event Railroad chail require the use of its premises occupied by the said roadwe or any part thereof for any purpose whatsoever, or if permittee Shall fai�to and Itions this agreement herein agreed kbypPermittee any of h, e terms and df kept performed, Railroadshall have the right to terminate this agreement at any time upon giving to Permittee thirty (30) days' written notice of its intention so to do and shall, upon expiration of said thirty (30) days, have the right to remove said crossing and barricade said roadway at the cost and expof oPt Said notice premises all be good if served personally upon posted upon theor depositedpostpaid in a united States Post Office. addressed to Permittee at permittee's post office address above stated. No portion of any payments made hereunder will be refunded upon termination of this agreement. 12. Permittee shall not assign or transfer this agreement without first having obtained the written consent of Railroad, 13. This agraom®ht Shall inure to the benefit of and be binding upon the parties hereto and their respective executors, administrators, successors and assigns. 14. Nothing herein contained shall imply or import a covenant on the part of Railroad for quiet enjoyment. r AUG. 8. 2002 3: 21PM BETTS PATTERSON N0, 5910 P. 9 oopy IN WITNESS WNEAEOP, the parties hereto have executed this agreement the day and year first above written. ' OURLINOTON NORTHERN RAILROAD COMPANY e vsJoK Enolneer Witnesses in presence of: PATRICIA ANN PAISLEY and LEW H. {{gRKUS s AUG. 8. 2002 3:21PM BETTS PATTERSON N0, 5910 P. 10 ADDENDUM TO BURLINGTON NORTHERN RAILROAD COMPANY PERMIT NO. CKOS-16044 DATED dune 16, 1986 The permittee shall procure and keep in full force and effect during the term of Permit No. CX86-16044 a policy of Public Liability and Property Damage Liability insurance as herein provided, or certificate with respect thereto, together with a Contractual Liability Endorsement attached thereto, under the terms of which thQ insuring agreements of the policy are extended to cover the liability assumed by the Germittee hereunder. The form of said Endorsement is hereto attached, marked Exhibit "8". The Permittee shall terry regular Public Liability Insurance for all damages arising from bodily injuries to or death of one or mors persons and regular Property Damage Liability Insurance for all damages to or destruction of property during the policy period. Said insurance shall provide for a Combined single limit of Five Hundred Thousand Dollars (5500,000). Such policy or certificate with respect thereto, together with said Con- tractual Liability Endorsement attached thereto, shall be submitted to the Railroad for approval es to the insurance company g some, the amount and the form, and, upon approval and prior to commencement of any work to be per- formed under this agreement, the Permittee shall deposit the same with the Railroad. It is understood that said insurance policies shall be so written that no insurance company shall have any recourse against the Railroad, by way of subrogation or otherwise, for any loss covered by or paid Or payable under said pollcies. AUG. 8. 2002 3:21PM BETTS PATTERSON N0. 5910 P. 11 tip`\ � ' : f��, �� • ti �..N �d�0orr �OZ1 ka cn `x .S•d��Q:`mac~ �', �� ,��• � 'Y � �;, .z '� i "N� ./ ft , b.b6 �to Y 6til t b Ob-1 FC -A Mw, `J SUNS .ZSR-V 1d 5 29 60a1 oilr i M 906T otme �7'dp51 l • +t' ��•f1H11 C909L-98x� 'enxzEj •� s}Ma1 �� ACI � 0 CYVIMSK N AV S9 a��yof 4H l Fi a or•� dN..� vS N .ai..�d� /� o �l \ o OZii I o� V \ ,00z ooz • or I ,i� Page 1 of 1 Shelly Badger From: "Taro Kusunose" <tkusunose@bpmlaw.com> To: "'Shelly Badger" <shelly@yelmtel.com> Sent: Tuesday, August 06, 2002 5:50 PM Subject: RE: Prep documents Notice: This is a confidential communication;it may also be privileged. If you are not the intended recipient,please advise the sender at(206)268-8646 and then immediately delete this communication,including any attachments,without reading or disclosing its contents. Thank you. Shelly, based on my review of the electric supply line license, I believe that the City does not have to do anything with it, in preparation for the upcoming Markus transaction. The electric supply line license is an agreement between BNSF (now the City) and PSE. The crossing agreement, on the other hand, is between BNSF (now the City) and Markus. Should Markus sell, then there would need to be an instrument by which New Owner ("N.O.") could step into Markus' shoes. That would be the license assignment document that we have been discussing. For the electric supply license, I did not come across language requiring that Markus or N.O. become involved. If you are seeing something that I am missing please let me know ASAP. Ta ro Taro Kusunose Attorney Betts,Patterson&Mines,P.S. Seattle,Washington USA (206)268-8646[direct-dial] For additional information,please visit: WWW.bpmlaw.com -----Original Message----- From: Shelly Badger[mailto:shelly@yelmtel.com] Sent: Monday,August 05, 2002 1:34 PM To: Taro Kusunose Subject: Prep documents Taro, well I replied too soon! I just spoke with the realtor representing Lew Markus and he requested a draft Assignment, Assumption and Consent document to share with his potential buyer. He said that without it, he is having trouble finalizing any deal as they are worried about whether or not the city will transfer the license. Another concern expressed is that the license can be revoked (versus an easement) and he asked if any language can be inserted to aid in the comfort of the buyer that the city will not revoke the license (without the license, the property owners have no access to the majority of the property). He also asked if the roadway crossing license and the license for electric supply line can be incorporated into one document versus the 2? 1 am assuming that we would assign both of the agreements to the new property owner? Let me know your thoughts. I did not commit to a time for the draft documents, just that I would request their preparation to begin. Thanks, Shelly 8/7/2002 Page 1 of 1 Shelly Badger From: "Shelly Badger" <shelly@yelmtel.com> To: "Taro Kusunose" <tkusunose@bpm law.com> Sent: Monday, August 05, 2002 1:34 PM Subject: Prep documents Taro, well I replied too soon! I just spoke with the realtor representing Lew Markus and he requested a draft Assignment, Assumption and Consent document to share with his potential buyer. He said that without it, he is having trouble finalizing any deal as they are worried about whether or not the city will transfer the license. Another concern expressed is that the license can be revoked (versus an easement) and he asked if any language can be inserted to aid in the comfort of the buyer that the city will not revoke the license (without the license, the property owners have no access to the majority of the property). He also asked if the roadway crossing license and the license for electric supply line can be incorporated into one document versus the 2? 1 am assuming that we would assign both of the agreements to the new property owner? Let me know your thoughts. I did not commit to a time for the draft documents, just that I would request their preparation to begin. Thanks, Shelly 8/5/2002 Page 1 of 2 Shelly Badger From: "Shelly Badger" <shelly@yelmtel.com> To: "Taro Kusunose" <tkusunose@bpmlaw.com> Sent: Monday, August 05, 2002 1:19 PM Subject: Re: Markus Property Crossing Agreement Taro, thank you for your recent comments. I think an "Assignment, Assumption and Consent" document will be sufficient, with the same payment clause as Mr. Markus had ($25 every 5 years). In reading your comments, I agree, a license is what we want to continue with, not conversion to an easement. I will let the realtor and Mr. Markus know of the process necessary should their potential sale be realized. Please stand by, I will let you know when we need the documents prepared. Thanks Taro, Shelly ----- Original Message ----- From: Taro Kusunose To: 'shelly(@yelmtel.com' Cc: Steve Dav Sent: Wednesday, July 31, 2002 11:26 AM Subject: FW: Markus Property Crossing Agreement Notice: This is a confidential communication;it may also be privileged. If you are not the intended recipient,please advise the sender at(206)268-8646 and then immediately delete this communication,including any attachments,without reading or disclosing its contents. Thank you. Shelly, the second-to-last sentence in 6) in my letter to you should read: "Additionally, railroads do LICENSES rather than EASEMENTS...." Apologies for the confusion. Taro Taro Kusunose Attorney Betts,Patterson&Mines,P.S. Seattle,Washington USA (206)268-8646[direct-dial] For additional information,please visit: www.bpmlaw.com -----Original Message----- From: Taro Kusunose Sent: Tuesday,July 30,2002 7:19 PM To: 'Shelly Badger' Cc: Steve Day Subject: Markus Property Crossing Agreement Notice: This is a confidential communication;it may also be privileged. If you are not the intended recipient,please advise the sender at(206)268-8646 and then immediately delete this communication,including any attachments,without reading or disclosing its contents. Thank you. Shelly: We have had an opportunity to review the documents that you recently sent us. Here are our comments: 1) Transitioning from the old owner of the Markus property to the new owner should not be very difficult. 2) If the City of Yelm would like the terms of the agreement between it and the new owner to be pretty much the same as those with Mr. Markus, then the City just needs the new owner to sign an "Assignment, Assumption and Consent" document. 3) If the City wants there to be different terms with the new owner, probably the better route would be to have the new owner execute a new agreement (like the '86 Agreement with Mr. 8/5/2002 Page 2 of 2 Markus). 4) Either can be drafted relatively painlessly. 5) Even if the City does not want to charge money from the new owner, it needs to get something back from the new owner for there to be a valid agreement. It makes it easy for courts to understand that "something" has been given back when there is a reference to money changing hands. That is why you sometimes see deals done for "the nominal sum of $1 ." (Other times it's for tax reasons!) In this case, I would advise that if the City feels that getting $25 every 5 years is too much, it should ask for $1 every 5 years. 6) Mr. Markus' real estate guy obviously wants to make things better for his client and for the next owner by asking for an "easement," rather than a "license." We understand the City's willingness to accommodate this request given the relative insignificance of this matter, but we still encourage the City to continue to grant a license, not an easement. The difference between a license and an easement is actually significant. We will spare you the details, but with a license, much of the control would lie with the City. With an easement, much of that control would lie with the property owner. Although today, the City may not care much about the crossing, there may come a day when the City does care. Additionally, railroads do easements rather than licenses because of the railroads' need to control access for liability and operational reasons. For all of these reasons, we advise that the City try to stick with a license. Anyway, that is our preliminary report. Let us know your thoughts. We can prepare whatever doc you decide the City needs. Thanks. Taro p.s. We heard about that City Hall fire in Roy... that's just down the street from you isn't it? Yikes! Taro Kusunose Attorney Betts, Patterson&Mines,P.S. Seattle,Washington USA (206)268-8646[direct-dial] For additional information,please visit: WWW.bPmlaw.corn -----Original Message----- From: Shelly Badger[mailto:shelly@yelmtel.com] Sent: Friday,July 26,2002 12:29 PM To: Taro Kusunose Subject: Correction to fax Taro, I was re-reading the fax cover page and meant to write at the bottom, "we have NO interest in charging at this time for the crossing". What a difference 1 word can make! The realtor representing Mr. Marcus (current property owner)asked if it has to remain a license or can it become an "easement"that would run with the land? I am not sure on this one, the road runs underneath the elevated railroad just before it crosses the Nisqually River. Thanks for your help. Shelly 8/5/2002 4,?iirc;, •Q to c Irrc4 7-.Gi�� ALJ / ham. Qy 7�ruir s �r�p� G. l o, o� Gsi , �( 7" / G �y �e � ✓ S c J�4 f w P C��s-r 7e 70,- " 8605270061 I MARKU;: S PAISLEY /MA.RKUS S PAISLEY x Parcel 1 C._ a. Government Lc.t I , Section 16 Township 17 North, Range 2 East, P!. nIE2EFROM the Burl moron L.'ur.-here RaiIr•.ad Rit,1nC-oC-Way- F a�� .rt i An easerilent for ingress and e(Jress over the pl,)t`.ed twds :y:ng In Section 17, said 'township and Ranca-_ as granl.c.d by instrument recoc:cicd February 25, � under Auditor's File No. 837r,67. Suh3ecL to tern,,:; and condition of ., Private Ror',..r! arnl recorded August 17,1982, under File No. 820817002-.. Subject to any question that may arise due to shifting or change in the cour-oe �; w of the I4i6qually River clue to said river havin3 chanced its course. I i� o f. .wis H. .t•arkc:_ PAtricia Arn Pais:cy —� X A � i dew;.. y.. .f F m .y � 1 Aub Y(� BEST COPY `� v �; tri �LAELE Private Roadway & Crossing Agreoment ,14 t t 4Q" AVA a UUro . No. /lr� Dili 2a �tF•'; ,, � AGZEEMENi, rnadP 11W, day of between BURLINGTON NORTHERN INC a �:eiaware corporation, hereinafter called "Railroad", and 74�t 3530, Ye7mo N��(M 5$5W whose post office address is RF�+x 3y " hereinafter called "Permitter.," " ,'ru "off;' C C WITNESSETH. a 1 W Wk WHEREAS, Permittee desires for Permittee's use the Dist*uct'eft'a"d maintenance upon the right of way of Railroad of a private road OM& e6tt3A I=" uy � `r "f he"roadway' ,and sometimesreferr hereinafter sometimes jointly referred to as ted to as the"crossing"aaHe locatedai i esr71�"6'ta fib. '� eLUta $rir� £ilea bns&A ftn e . •I �^t+!!^ t' ffi �f �� •� aseerrvsn 7Pd� ROW at 7932, 7Pia�►e OM=tyy Y=hL40 s �Q r es to as shown upon tri-,plan which is attach o and the use hereto and a thereof de a part tPe roof, upon the followingt erms olnlif t'a�a ions: ct the•ea � maintenance there aZISM :fat his tom?e Per2dtteo tehha.3 ttei.- ra.9 at bin > cw'r ;tom r' 3t amid cauls A2i -xwk d=e � t� of �� +,amyl!.4•snaTdnn taw n�.�.�.^V9 .. jM$8 =d 00vered by 'fihis *ban -,qlia Cl.MQ to 'Sane 3ati$f&-�tJc. of Bis l's t a. a�°7115i��1 '—ItaS t+�P ?� aLb t+S:tl• . Y S�M G/ Mr �,� �,a•'R H �nr,rlT i y v` 7,nn 1wY/ v+ 1 'kyr r`r - ✓^ i L, PRrmitee shall,upon execution hereof,pay to Rail road for the license�agnd permission'',areby gr�aynted the sum �p �p 4 first 1Lh ��.•� �eZ and Aca �ch � ®•00y fmr the ",•�,r. i e ?' atL�l a��sro �fotbia permit z�i= in et'teat. _ -- -�rs tit two P ft{ypy�.ey to-RttiFrattd-tFre-sante:---_�_ ._ --- � Y r,; j 3. pet*»ttee9helF•-before anytonatreCttofr+�berJur+-. rh.a++d`rrrdi�n'aTs to be tuu fished by Railrood at the expense of Permittee, including cost of ` the agreed cost of the r „kc,Railroad from time to time the cost of the;maintenance.additions and betterments t• ,� i9 r y Permittee Shall trF+`trpa, w thin twenty (2U) days after bills are rendered therefor. t done b Railroad herein reed to be borne by Permittee, + . rtUl; 1 ,r r ' • Q'�.`.r,.:llw%.uAviiCSb,n._.r1,.mCOii.734i,'L.tiiu.QCir4.4i'1��'fi�D�'�-� PY AVAILABLE 4.Should the right of way be now or hereafter fenced at the location described, Permittee shall egnstruet, maintain,and keep repaired at Permittee's expense,farm crossing gates in a manner satisfactory to the Division Super- intendant of Railroad, and said gates shall be kept closed, except when necessary to be open for travel. Permittee agrees to assume all damages of every kind whatsoever resulting from Permittee's failure to keep gates closed,or for failure to keep the same in proper repair, as agreed in this paragraph. Y 5.Permittee shall at all times keep the flangeways of said crossing free and clear of all snow,dirt or any other obstructions whatsoever which may accumulate by virtue of vehicles or farm machinery crossing thereover or other- wise. 6. Permittee shall not permit said crossing to be used as a public crossing. x 7. Permittee, at Permittee's own expense, shall remove and keep removed any vegatation at said crossing which may interfere with the view of trains approaching in either direction. 8.The permission hereby granted shall neither be or be deemed or construed to be a grant of land nor shall it constitute ownership by Permittee of the roadway or that portion of the right of way of Railroad upon which the e roadway is located. I 9.Permittee shall and hereby does release and discharge Railroad of and from any and ail liability for damage t to or destruction of the said roadway,or any property of Permittee thereon;and shall and hereby does assume any and i all liability for injury to or death of persons, or loss of or damage to property in any manner arising from or during j the4oA6*ae4ea; use, maintenance, repair or removal of said roadway, however such injury, death, loss, damage or destruction aforesaid may occur or be caused;and shall and hereby does indemnify and save harmless Railroad of and ' from any and all claims, demands, suits, actions, damages, recoveries, judgments, costs or expenses arising or growing out of or in connection with any such injury,death, loss, damage or destruction aforesaid. Permittee further agrees to appear and defend in the name of Railroad any suits or actions at law brought against it on account of any such personal injuries,death or damage to property, and to pay and satisfy any final judgment that may be rendered j against the Railroad in any such suit or action. The !iability assumed by Permittee herein shall not be affected or diminished by the fact,if it be a fact,that any such suit or action brought against Railroad may arise out of negligence of Railroad, its officers, agents, servants or employees, or be contributed to by such negligence. I. 10. In the event Railroad shall require the use of its premises occupied by the said roadway or any part thereof for any purpose whatsoever, or if Permittee shall fail to keep and perform any of the terms and conditions i of this agreement herein agreed by Permittee to be kept and performed, Railroad shall have the right to terminate this agreement at any time upon giving to Permittee thirty(30)days'written notice of its intention so to do and shall, upon. 7 expiration of said thirty(30)days, have the right to remove said crossing and barricade said roadway at the cost and expense of Permittee. Said notice shall be good if served personally upon Permittee or posted upon the premises or deposited postpaid in a United States Post Office,addressed to Permittee at Permittee's Post Office address above stated. No portion of any payments made hereunder will be refunded upon termination of this agreement. 11. Permittee shall not assign this agreement or permit any other person or persons to use or occupy any II portion of the premises of Railroad occupied by the said roadway without first having obtained the written consent 1 of Railroad. 1111 12. This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective executors, administrators, successors, and assigns. IN WITNESS WHEREOF,the parties hereto have executed this agreement the day and year first above written. J 'I r/ In presence of: BURLINGTON NOR HERN INC. =' _=� r�`---- L -- By Gener 1anager—Leases and Contracts "i'.D : AUG 18 Ufa e ,i Permittee r �0 '1 34 l;,l49 +'.^^'.,.v,� "°'�s;:vui ? n..:{''". "�''z' K 1 + •�v tee.:. �>�:. .. ag s r BEST COPS , I \ AVAILABLE zoo' Zoo' �I MOO- YJ OO I I O I \ n k 10 1�-i------ 1216 + '�'; •F o •� 1 /21•!.Snerin.sn L"�p4'. ,�y;' y,�� a,y 7 O t';'� { 'L 1 PQ7Jr✓rJ't i'I.JI�d.9�^ N^'..,�a � P.G" wr a /HSA rmwn - IOS,JY? r 4� Rd.14 Xiin� ..�'t nr ` 'wi�,''u•" +.•. �•JF •• I � 150'VGT� ,�ist,•�jec W ir.I Z10 1209_t 6z FT U 6 3-1.40' g4.5 rd C • �:'� - �. � Aja _ _a��i P.S• w��' � Y dpp'.fl n° - \ ' :yi. •'�%C1L�VTE«� �. SM._ 5e v t", /t t 1 1 60 '�,U.>,vb ._,. n +7^-es+'-'!`R4,y"?e}e•F«-..n..��-...,._•--<r�•:•.a,•�--•-•...;_ -";, ^,'7imn JF�"�. '..,'�;Rr ��^ `Y`yt��'T)i'4 n�E��, 's[' �•.,.µR.1 �w i� '_ - `��'� r Form Approved by VP-Law Contract No 501_,101 LICENSE FOR ELECTRIC SUPPLY LINE ACROSS OR ALONG RAILWAY PROPERTY (Electric Light, Power Supply, Irrespective of Voltage, Overhead or Underground) THIS LICENSE, made this 15th day of June, 1999, subject to the terms and conditions set forth herein, between THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY, its successors and assigns, a Delaware corporation (hereinafter called "Licensor"), Party of the first part, and PUGET SOUND ENERGY, INC., a Washington corporation (hereinafter, whether one or more, called "Licensee"), party of the second part. WITNESSETH, That the parties hereto for the consideration hereinafter expressed covenant and agree as follows: 1 Subject to the terms and conditions hereinafter set forth, Licensor grants a nonexclusive license to Licensee for it and/or its contractors to construct, maintain and use an electric supply line containing a maximum of 3 conductors with 1 circuit across or along the premises of Licensor at or near the station ofYelm, County of Thurston, State of Washington, Line Segment 52, Mile Post 23, the kind and gauge of said conductors, the phase, frequency and voltage of the electric circuit carried thereon and the location of said electric supply line shown by bold line upon the print hereto attached, No. dated May 27, 1999, marked "Exhibit A", and made a part hereof. For Convenience, said electric supply line, with all conductors and their supporting or containing Structures insofar as they relate to said electric supply line upon said premises, is hereinafter called the "Electric Supply Line". 2. This agreement shall be effective June 15, 1999, subject to prior termination as hereinafter described. 3. Licensee shall, at Licensee's own cost, construct and at all times maintain the Electric Supply Line in accordance with the current Specifications for Electric Supply Lines across or along Railway Property, adopted by the Electrical Section of the Association of American Railroads, or any successor agency, except where by statute or order of competent public authority a different type of construction or a different degree of maintenance is required or permitted, in which case such construction or maintenance shall be in accordance with such statute or order; provided, however, all materials and workmanship employed in the construction and maintenance of the Electric Supply Line shall be in accordance with the National Electrical Safety Code. 1 of 2 4. Licensee shall pay Licensor as compensation for this license the sum of Two Thousand Five Hundred and No/100 Dollars ($2,500.00), as a one time fee 5. During the construction and any subsequent maintenance performed on Electric Supply Line, Licensee shall perform such work in a manner to preclude damage to the property of Licensor, and preclude interference with the operation of its railroad.Upon completion of the Electric Supply Line or after performing any subsequent maintenance thereon, Licensee shall, at Licensee's own cost, restore Licensor's premises to their former state, and Licensee shall, within fifteen (15) days after receipt of bill therefor, pay to Licensor the entire cost incurred by Licensor in providing flagmen protection or any other means of protection which, in the judgment of Licensor, may be required during the construction and maintenance of the Electric Supply Line. (The current rate, subject to change without notice, for furnishing of Licensor's Flagman is aminimum daily charge of $500.00, for the first eight hours, or any part thereof, per day, with an hourly charge of $95.00 per hour for any time over eight hours per day). 6 If at any time during the term hereof Licensor shall desire to make any use of its property with which the Electric Supply Line will in any way interfere, including the relocation of existing or the construction of new lines of poles, wire(s), conduits and other facilities in which it shall have an interest, Licensee shall, at Licensee's own cost, within thirty (30) days after receiving written notice from Licensor to such effect, make such changes in the Electric Supply Line as in the judgment of Licensor may be necessary to avoid interference with the proposed use of its property. 7 Prior to any boring work on or about any portion of the Premises, Licensee shall explore the proposed location for such work with hand tools to a depth of at inset three (3) feet below the surface of the ground to determine whether pipelines or other structures exist below the surface, Provided, however, that in lieu of the foregoing, the Licensee shatl have the right to use suitable detection equipment or other generally accepted industry practice (e consulting with the Underground Services Association) to determine the existence or location of pipelines and other subsurface structures prior to drilling or excavating with mechanized equipment. 8. Prior to installation, five (5) days advance notice must be given to Licensor's Roadmaster, Wayne Lonngren at Tacoma, WA, telephone (253) 591-2563. 9. (a) Except as set forth in Section 9 (b), Licensee shall release, indemnify, and hold harmless Licensor for all losses, damages, expenses, injuries or death to Licensee, its employees, agents and contractors, arising in any manner from the performance, of this agreement, except for Licensor's gross negligence or intentional misconduct. Licensee further agrees to release, indemnify, and hold harmless Licensor for ail losses, damages, expenses, injuries, or death to any person, including Licensor, which arise in any manner from the construction, maintenance, use, state of repair or presence of Licensee's electric supply line. (b) Whenever any employee, agent or contractor of Licensee or any of Licensee's Parties makes any claim for personal injury or death against Licensor within the meaning of the Federal Employers' Liability Act, or any applicable safety act, (45 U.S.C. § 51 et. seq.), for any incident caused, wholly or in part, by property, equipment, 2 of 2 fixtures or condition belonging to or subject to the ccntrol of Licensee, or claims or alleges that he or she is an employee of Licensor or is furthering the operational activities of Licensor, Licensee agrees to indemnify and hold harmless Licensor for all losses, damages, costs or expenses related to such claim, regardless of Licensor's negligence. (c) The liability assumed by Licensee shall not be affected by the fact, if it is a fact, that the loss, damage, death or injury was occasioned by or contributed to by the negligence of Licensor, its agents, servants employees, or otherwise, to the fullest extent permitted by applicable law; provided, however, that Licensee shall have no obligation to assume such liability to the extent caused by the negligence of Licensor or its employees or agents where assumption of such Lability would violate Washington, Oregon, Idaho or the Province of British Columbia Laws. 10. (a) Licensee shall, at its expense, procure and maintain throughout the term of this License, a comprehensive general form of insurance covering liability, including, but not limited to, Public Liability, Personal Injury and Property Damage, as well as Contractual Liability in the amount of $1,000,000 per occurrence and $2,000,000 in the aggregate. Such insurance shall contain no exclusion with respect to rail corridor of Licensor in the care, custody or control of Licensee. Licensee's contractors shall also procure and maintain the above coverage when on Licensor's property LICENSOR AND CATELLUS MANAGEMENT CORPORATION SHALL BE NAMED AN ADDITIONAL INSURED. (b) All risk insurance on the Electric Supply Line of the Licensee, or Licensor's property in Licensee's care, custody and control, shall contain a waiver of subrogation of claims against Licensor. Licensee shall maintain Workers Compensation insurance which shall contain a waiver of subrogation against Licensor. (c) All insurance shall be placed with insurance companies licensed to do business in the State in which the Electric Supply Line is located, with a current Best's Insurance Guide Rating of B and Class X, or better. Licensee shall provide Licensor in advance of said installation a Certificate of Insurance evidencing such insurance. Insurance must provide for coverage of incidents occurring within fifty (50) feet of a railroad track, and any provision, in the insurance policy to the contrary must be specifically deleted. (d) A Railroad Protective Liability insurance policy issued in the name of Licensor with limits of $2,000,000 for bodily injury and property damage per occurrence with an aggregate of $6,000,000 must be provided when construction work will be performed within fifty (50) feet of Licensor's tracks. The policy will remain in force during the construction chase of this oroiect and must be provided prior to Licensor signing this license. 3 of 3 (e) In lieu of providing a Railroad Protective Liability Insurance policy, Licensee may participate in Licensor's Blanket Railroad Protective Liability Insurance Policy available to Licensee or its contractor. The limits of coverage are the same as above. The cost is $1,750.00. I elect to participate in Licensor's Blanket Policy-, [Jl I elect not to participate in Licensor's Blanket Policy. (f) The furnishing of insurance required by this Section shall in no way limit or diminish the liability or responsibility of Licensee as provided under any Section of this License. 11- (a) Licensee shall comply with all federal, state and local environmental laws and regulations in its use of Licensor's property, including, but not limited to, the Resource Conservation and Recovery Act, as amended (RCRA), and the Comprehensive Environmental Response, Compensation, and Liability Act, as amended (CERCLA). Licensee shall not maintain a treatment, storage, transfer or disposal facility, or underground storage tank, as defined by RCRA, on or under the rail corridor. Licensee shall not release or suffer the release of hazardous substances, as defined by CERCLA, on Licensor's property. Notwithstanding any other requirements in this contract, Licensee assumes all responsibility for the investigation and cleanup of such release and shall indemnify and defend Licensor and its agents for all costs and claims, including consultant and attorney fees, arising in any manner out of such release or Licensee's failure to comply with environmental laws, regardless of whether such costs or claims are caused or contributed to by the negligence or alleged negligence of Licensor, except to the extent such costs or claims are proximately caused by Licensor's gross negligence or intentional misconduct. (b) Licensee shall give Licensor timely notice of any release, violation of environmental laws or inspection or inquiry by governmental authorities charged with enforcing environmental laws with respect to Licensor's property. Licensee also shall give Licensor timely notice of all measures undertaken by or on behalf of Licensee to investigate, remediate, respond to or otherwise cure such release or violation. (c) In the event that Licensor receives notice from Licensee or otherwise of a release or violation of environmental laws which occurred or is occurring during the term of this License, Licensor may require Licensee, at Licensee's sole expense, to take timely measures to investigate, remediate, respond to or otherwise cure such release or violation. 12. Upon written notice from Licensor, Licensee agrees to assume the defense of any lawsuit, or other proceeding brought against Licensor by any public body, individual, partnership,'corporation, or other legal entity, relating to any matter covered by this License for which Licensee has an obligation to assume liability for and/or save and hold harmless Licensor. Licensee shall pay all the costs incident to such defense including, but not limited to, attorneys' fees, investigators' fees, litigation expenses, settlement payments, and amounts paid in satisfaction of judgments. 4of4 13. If default shall be made in any of the covenants or agreements of Licensee contained in this document, or in case of any assignment or transfer of this License by operation of law, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee, but any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedy set forth in this Section shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 14. Licensee shall promptly pay and discharge any and all liens arising out of any construction, alterations or repairs done, suffered or permitted to be done by Licensee on the Electric Supply Line and shall indemnify Licensor against any loss, liability or expense incurred by Licensor on account of such liens. Licensor is hereby authorized to post any notices or take any other action upon or with respect to the Electric Supply Line that is or may be permitted by law to prevent the attachment of any such liens to Licensor's premises; provided, however, that failure of Licensor to take any such action shall not relieve Licensee of any obligation or liability under this Section or any other Section of this License. 15. In case of eviction of Licensee by anyone owning or obtaining title to the rail corridor on which the wire line is located, or the abandonment by Licensor of said rail corridor, Licensor shall not be liable to Licensee for any damage of any nature whatsoever or to refund any payment made by Licensee to Licensor hereunder, except the proportionate part of any recurring rental charge which may have been paid hereunder in advance. 16. Any contractor or subcontractor performing work on or in connection with the Electric Supply Line shall for the purpose of this license; be conclusively deemed to be the servant and agent of Licensee acting on behalf and within the scope of such contractor's or subcontractor's employment for Licensee. 17. Licensee shall at all times, at Licensee's own cost, maintain the most effective system and use the best known and most effective methods to protect the lines, wire(s), tracks and service of Licensor and of any Licensee of Licensor whose permission to use said rail corridor antedates the license and permission herein to Licensee, from interference and physical hazard or health, and if necessary in order to prevent such interference or hazard, Licensee shall, at Licensee's own cost, transpose Licensee's circuits or make such changes in the construction or location of the Electric Supply Line as may be specified by Licensor. 18. Any notice to be given by either party shall be deemed to be properly served if deposited with the United States Postal Service, or other acceptable mailing service, postage prepaid, addressed to either party, at the addresses and department shown beneath signature of the parties. i9. In the event that Licensee consists of two or more parties, all the covenants and agreements of Licensee herein contained shall be the joint and several covenants and agreements of such parties. 5of5 20. Neither Licensee, nor the heirs, legal representatives, successors or assigns of Licensee, nor any subsequent assignee, shall assign or transfer this License or any interest herein, without the prior written consent and approval of Licensor. 21. it is understood and .agreed that this License shall not be placed of public record, 22- All the covenants and provisions of this License shall be binding upon the heirs, legal representatives, successors and assigns of Licensee. No assignment by Licensee shall be binding upon Licensor without the written consent of Licensor in each instance. 23, All questions concerning the interpretation or application of provisions of this License shall be decided according to the laws of the State in which the Electric Supply Line is located. 24. To the maximum extent possible, each provision of this License shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this License shall be prohibited by, or held to be invalid under, applicable law, such provision shall be ineffective solely to the extent of such prohibition or invalidity, and this shall not invalidate the remainder of such provision or any other provision of this License, 25, The waiver by Licensor of the breach of any provision herein by Licensee shall in no way impair the right of Licensor to enforce that provision for any subsequent breach thereof. 26. Notwithstanding any other provisions of this license, Licensee shall comply with all statutes, ordinances, rules, regulations, orders and decisions issued by any federal, state or local governmental body or agency established thereby relating to Licensee's use of Licensors premises hereunder. 27, This license is given by Licensor and accepted by Licensee upon the express condition that the same may be terminated at any time by either party upon thirty (30) days notice in writing to be served upon the other party, stating therein the date that such termination shall take place, and that upon the termination of this license in this or any other manner herein provided, Licensee, upon demand of Licensor, shall abandon the use of the Electric Supply Line and remove the same and restore the rail corridor of Licensor, as near as possible, to the same condition in which it was prior to the placing of the Electric Supply Line. In case Licensee shall fail to restore Licensor's rail corridor within 90 days after the effective date of termination, Licensor may proceed with such work at the expense of Licensee. No termination hereof shall release Licensee from, any liability or obligation hereunder, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date the Electric Supply Line is removed and the rail corridor of Licensor restored as above provided. 6 of 6 28. This License is the full and complete agreement between Licensor and Licensee with respect to all matters relating to license on the premises, and supersedes any and all other agreements between the parties hereto relating to license on the premises. Catellus Management Corporation is acting as agent for The Burlington Northern And Santa Fe Railway Company. IN WITNESS WHEREOF, the parties have executed this agreement in duplicate the day and year first above written. THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY By: Catellus Management Corporation Its Attorney in Fact 999 Third Avenue, Suite 2120 Seattle, WA 98104 Bye Larry 6eyda, Regional Manager PUGET SOUND ENERGY, INC. 3130 S. 38"' S t, Tacoma WA 98409 By' . Title: 7 o f 7 I NAIrN I INU NU. - - EXHIBIT 00 ATTACHED TO CONTRACT BETWEEN THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY AND PUGET SOUND ENERGY , INC . FORT WORTH, TEXAS SCALE: 1 IN.=400 FT, V- - 1� PAC [FI DIV MAP — LA<KEvIEw _ SUBDIV. L.S. 0400 \' �/J PARCEL - DATE 05/27/1998 SEC. 16 1 T17N R2E \ k 1 \ PROPERTY LINE i. \ ice' �•' It \\ �p .v TO YE LM prSER J 50' SEE 7 --• -- _ k �l ,`'�.._ ;r- / .. N21.. .. .... ......... .. ... ... _..`mac,- •y� , �'�'......�:`.. ,,J� •°� 1365' _ � `�^-,�- - ...__ .._ �_..^.T_�� -- --•-----•--•----`-,y�1--T�ht5:"�-_ _.._---• �L ^,�. �;�aE'�C ' UP 22.98 `_ `...._...__.._. _ _�. ._.,.._...... . ..--- --- ES 1212.54.5 1OT TO SCALE __._.___.._.__.._ —._�..:� al -•-- —a. 7 TO AUBURN 200' _---w- PROPERTY LINE �...--. �. .'NOTE: ,•� PROPOSED ELECTRICAL LINE TO BE CONNECTED _._•__`� 15' — ti �/ TO EXISTING LINE, ELECTRICAL LINE MUST BE NOrE' __y.� MINIMUM OF 50'FROM THE CENTERLINE OFTHE �CE TER ` 2 - T. rocETo `TRACK FOR USAGE OF SCHEDULE 40_3" PVC eE ENCASED « siCEL SNowN \ CONDUIT, 80,0. ELECTIbc uw µ)sr 8E lOCA7ED Womuw OF q' PIER Fr+Oi 7 ar 1r a. FACE OF - , DESCRIPTION OF WIRES UNDER TRACK WIRES LOCATED AS SHOWN BOLD TYPE ELECTRIC^ SIZE OF CONDUIT 3 "X 50, NUMBER ONE CONDUIT MATERIAL SST_, E E L VOLTAGE 7. 2K V WALL THICKNESS 0. 188 " NOTE : CASING TO BE JACKED OR DRY BOREO ONLY LENGTHBASEOF RAIL 1687 ' TO TOP OF CONDUIT 6' NEAR YELM COUNTY OFTHURSTON STATE OF WA SLE DRAWING NO. 1- 17495 ....i. Ti--- rte---. -- 7 0 P,cJTE �0 6e A-t D LR-_ r ATtEfix- `T D S v, a B6 B ro Y A O D � o w s ry.�, Sowertv re- f-7 s -T- ,rte e- 7� �/1 QcL 'LS S 4o ►n O e.1/�� T , 4 "tel l A o k4� ( !-\� 0 S -40 O S O wCk 4 1,v s 0 A JA A c_A o ., ( ( kj C �L+ u -4-�Ak_ ,J W�— Cl� �` ��r�J� S © U 4, D k) , .S `1� J �� rJ /-S D `1 0 ✓� 742 0^�•�� O C © A-) C�' � i� � � ��v� �U e—t/�lam/ t •qJ 40 -4 Lo � a Vey I /� �,l� o p RSI• S Dir�� . �� A g � q / ✓t�- T�� S vv%o s� CL- t r o po in iJ e r-A .-� -Q-� K o --1�-�` s p ,� -�- e �Q, ^�-� ry �u � A Vim. LO V� c� �D IJ � 1'`� Ind�►'`t � �� ! � ��- vt_v< �', v� o o rJ D 7° - c-•fie_, YVL LL r•= Pon, t _ r ATTITUDE by Charles Swindoll "The longer I live, the more I realize the impact of attitude on life. Attitude, to me, is more important than facts. It is more important than the past, than education, than money, than circumstances, than failures, than successes, than what other people think or say or do. w It is more important than appearance, giftedness or skin. It will make or break a company... a church... a home. The remarkable thing is we have a every day day regarding the attitude we will embrace We cannot change our past...we cannot change the fa:t that people will act in a certain way. We cannot change the inevitable. The only thing we can do is play on the one string we have, and that is our attitude... I am convinced that life is 10% what happens to me and 90% how I react to it" 58. 9 I i actions of others 57 58 59 60 61 Reward yourself when you accomplish your goals;it will keep you motivated to set and reach other goals.But dont make every pleasure /ou cant reach a goal you haven't set.I'm • . dependent on reaching business goals Ci'il take a , always telling clients the importarce of vacation when sales reach$100,000'),especially esabfis�-;ng goes for their business,but set- those you can't control,or you ii Teel Gke you'ra ting goats can be challenging. priscner of your business.You need goats as Large companies spend massive amounts of business guideposts.or else,as Yoyi Berra said, iii n3 dem Oh;eC`��c�s." �u you dont��Ow where ycli re g09 0. "JU'It wind trrrr8 Settiily tKi3u—:a ,� p.M ....annr:v..�..r.:=.:_Hien•r-.niw.r n.., . _ _._. , TRANSMISSION VERIFICATION REPORT TIME 07/26/2002 11:57 DATEJIME 07/26 11:52 FAX NO./NAME 12063437053 DURATION 00:05: 14 PAGE(S) 16 RESULT OK MODE STANDARD ECM TtiF. 11N, FAx TRANSMISSION CITY OF YELM PO BOX 479 - 105 YELM AVE W YELM YELM WA 98597 WASHINGTON 360-458-3244 FAX: 360-458-4348 c/1 To: /a to Date: Fax#: a06 -3q3 -7CIr j Pages: 1including this cover sheet.'I Frgm:�j Subject: ` _ �aAW S r5p,�A COMMENTS: Y� ✓ Cf�� /o`ll67 ham,✓ W-vd'o ' p r�vw, 4 � bT ttPv,0 &vXC2-�- **' If you do not receive all copies or any copy is not legible, please call (360)458-3244 as soon as possible. dslc\office\forms\fax 3 1v Gr�9air Page 1 EXHIBIT C Date: 11/01/2000 Agreements Assigned in Full or in Part To the City of Yelm,Washington Contract Cancellation Contract �BF Contractor(s)/Description Date Date Location Type Code 0010856.00 PUGET SOUND ENERGY, INC. 06/15/1999 WA, YELM PR-PW/BNSF ELECTRIC WIRE LINE, LS. 52, MP. 23 -CAT-NO.: 501101 BN 00002044.00 WASHINGTON, STATE OF 06/16/1972 WA, YELM GV-XS/BNRR IMPROVE CROSSING SIGNALS, MP.25+2973 BN 00003302.00 MCLINS, INC. 06/11/1973 WA, YELM ID-IT/BNRR CMO&O INDUSTRIAL TRACK&CROSSING, MP. 25+723 BN 00007218.00 HARSCO CORP. 12/30/1976 WA, YELM ID-IT/BNRR M&O INDUSTRIAL SPUR TRACK, MP. 24+4010 CX 85016001.00 SILVASEED CO. 03/20/1985 WA, ROY PR-PC/BNRR PRIVATE ROAD CROSSING, MP. 21+150 CX 86016044.00 PAISLEY, PATRICIA ANN & MARKUS, LEWIS H. 06/16/1986 WA, YELM PR-PC/BNRR M&O ROAD CROSSING UNDER RR, BRIDGE NO. 22.1 CX 90016022.00 DROBOT, STEVE& DOROTHY M.AND 12/03/1993 WA, ROY PR-PC/BNRR REEDER, RICHARD & LINDA L. PRIVATE ROAD CROSSING; LS. 400, MP. 21.03 LC 00210734.00 YELM TELEPHONE CO. 06/01/1973 WA, YELM PR-PW/BNRR OHD TELEPHONE WIRE CROSSING, MP. 25+854 LC 00216559.00 STRINGHAM, H. R. 12/16/1974 WA, ROY PR-PC/BNRR PRIVATE CROSSING, MP. 21+150 LC 00221899.00 YELM, CITY OF 06/16/1976 WA, YELM PR-PL/BNRR WATER PIPELINE CROSSING, MP. 25+917 LC 00238157.00 CABLE TV PUDGET SOUND, INC. 07/01/1981 WA,YELM PR-PW/BNRR ASSIGNED TO VIACOM CABLEVISION, INC. CHID TV CABLE CROSSING, MP. 25+3002 NP 00007349.00 CENTRALIA, CITY OF 06/23/1929 WA, YELM GV-GN/BNRR PERMANENT SIPHON UNDERCROSSING, MP. 24+716 -LAW-NO.: 15024 No. CX86-16044 PRIVATE ROADWAY AND CROSSING AGREEMENT Transfer: 205,343 1/15/72 Robert H. Sherman AGREEMENT made this 16th day of JUNE 1986, between BURLINGTON NORTHERN RAILROAD COMPANY ormerly BURL INGTU —O'kTREW,, INC.), a Delaware corporation, hereinafter called "Railroad", whose post office address is 2000 First Interstate Center, 999 Third Avenue, Seattle, Washington 98104-11055 and PATRICIA ANN PAISLEY and LEWIS H. MARKUS, whose post office address is P.O. Box 778, Yelm, WA 98597, hereinafter called "Permittee", WITNESSETH: WHEREAS, Permittee desires for Permittee's use and maintenance upon the right-of-way of Railroad of a private road and cattle pass crossing, hereinafter sometimes jointly referred to as the "roadway", and sometimes referred to as the "crossing", locatedbetween concrete 4 & 5 beneath _'_Railroad's' Bridge 22.1 over the Nisqually River, at or near YELM, Uouo hurston,Washington , as shown iighiliig to upon the plan which is attac a ereto and made a part hereof, marked Exhibit "A" dated 11/18/71, and Railroad agrees to the maintenance thereof and the use thereof by Permittee upon the following terms and conditions: 1. Permittee shall , at THEIR own cost and expense, maintain the roadway approaches and drainage facilities. Permittee shall , at THEIR own cost and expense, obtain and furnish to Railroad a policy of Public Liability and Property Damage Insurance as set out in Addendum attached hereto and made a part hereof. Railroad shall maintain said crossing at Permittee's cost and expense. 2. Permittee shall, upon execution hereof, pay to Railroad for the license and permission hereby granted the sum of TWENTY FIVE DOLLARS ($25.00) for the five-year period commencing as of the date first hereinabove written. Permittee hereby agrees to pay Railroad's standard license and permission charge as may be in effect from time to time for periods subsequent to such initial five-year period. 3. Permittee shall pay to Railroad from time to time the cost of the maintenance, additions and betterments done by Railroad herein agreed to be borne by Permittee, within twenty (20) days after bills are rendered therefor. 4. Should the right-of-way be now or hereafter fenced at the location described, Permittee shall construct, maintain, and keep repaired at Permittee's expense, farm crossing gates in a manner satisfactory to the Division Superintendent of Railroad, and said gates shall be kept closed, except when necessary to be open for travel. Permittee agrees to assume all damages of every kind whatsoever resulting from Permittee's failure to keep gates closed, or for failure to keep the same in proper repair, as agreed in this paragraph. 5. Permittee shall at all times keep the flangeways of said crossing free and clear of all snow, dirt or any other obstructions whatsoever which may accumulate by virtue of vehicles or farm machinery crossing thereover or other- wis 6. )ermittee shall not permit said crossing to be used as a public cr ssin nor shall Permittee authorize others to use said crossing without R ad's written consent. Provided, however, written consent shall not be required for occasional guests of Permittee. Permittee further agrees that upon the lease, sale, devise or conveyance of the property being served by this crossing that the Permittee shall notify Railroad of such lease, sale, devise or conveyance and shall require that the ltssee, grantee, receiver or purchaser make application for a private crossing with Railroad. 7. Permittee, at Permittee's own expense, shall remove and keep removed any vegetation at said crossing which may interfere with the view of trains approaching in either direction. 8. The permission hereby granted shall neither be or be deemed or con- strued to be a grant of land nor shall it constitute ownership by Permittee of the roadway or that portion of the right-of-way of Railroad upon which the roadway is located. 9. Permittee shall and hereby does release and discharge Railroad of and from any and all liability for damage to or destruction of the said roadway, or any property of Permittee thereon; and shall and hereby does assume any and all liability for injury to or death of persons, or loss of or damage to property in any manner arising from or during the use, maintenance, repair or removal of said roadway, however such injury, death, loss, damage or destruction aforesaid may occur or be caused; and shall and hereby does indemnify and save harmless Railroad of and from any and all claims, demands, suits, actions, damages, recoveries, judgments, costs or expenses arising or growing out of or in connection with any such injury, death, loss, damage or destruction aforesaid. Permittee further agrees to appear and defend in the name of Railroad any suits or actions at law brought against it on account of any such personal injuries, death or damage to property, and to pay and satisfy any final judgment that may be rendered against the Railroad in any such suit or action. The liability assumed by Permittee herein shall not be affected or diminished by the fact, if it be a fact, that any such suit or action brought against Railroad may arise out of negligence of Railroad, its officers, agents, servants or employees, or be contributed to by such negligence, except to the extent that the liability assumed may be prohibited by law. Notwithstanding the fore oin , not ing rein contained is to be construed as an indemnification against. the sole negligence of Railroad, its officers, employees or agen s. 10. It is agreed that the provisions of paragraph 9 are for the equal protection of any other railroad company or companies, including National Railroad Passenger Corporation (Amtrak), heretofore or hereafter granted the joint use of Railroad's property, of which said premises are a part. 11. In the event Railroad shall require the use of its premises occupied by the said roadway or any part thereof for any purpose whatsoever, or if Permittee shall fail to keep and perform any of the terms and conditions of this agreement herein agreed by Permittee to be kept and performed, Railroad shall have the right to terminate this agreement at any time upon giving to Permittee thirty (30) days' written notice of its intention so to do and shall, upon expiration of said thirty (30) days, have the right to remove said crossing and barricade said roadway at the cost and expense of Permittee. Said notice shall be good if served personally upon Permittee or posted upon the premises or deposited postpaid in a United States Post Office, addressed to Permittee at Permittee's post office address above stated. No portion of any payments made hereunder will be refunded upon termination of this agreement. 12. Permittee shall not assign or transfer this agreement without first having obtained the written consent of Railroad. 13. This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective executors, administrators, successors and assigns. 14. Nothing herein contained shall imply or import a covenant on the part of Railroad for quiet enjoyment. '-"()P i IPI WITNESS WHEREOF, the parties hereto have executed this agreement the day • and year first above written. BURLINGTON NORTHERN RAILROAD COMPANY B P19-18 D v sVoW Engirieer Witnesses in presence of: PATRICIA ANN PAISLEY l- 1 and LEWI H. MARKUS ADDENDUM TO BURLINGTON NORTHERN RAILROAD COMPANY PERMIT NO. CX86-16044 DATED June 16, 1986 The Permittee shall procure and keep in full force and effect during the term of Permit No. CX86-16044 a policy of Public Liability and Property Damage Liability Insurance as herein provided, or certificate with respect thereto, together with a Contractual Liability Endorsement attached thereto, under the terms of which the insuring agreements of the policy are extended to cover the liability assumed by the Permittee hereunder. The form of said Endorsement is hereto attached, marked Exhibit "B". The Permittee shall carry regular Public Liability Insurance for all damages arising from bodily injuries to or death of one or more persons and regular Property Damage Liability Insurance for all damages to or destruction of property during the policy period. Said insurance shall provide for a combined single limit of Five Hundred Thousand Dollars ($500,000). Such policy or certificate with respect thereto, together with said Con- tractual Liability Endorsement attached thereto, shall be submitted to the Railroad for approval as to the insurance company writing same, the amount and the form, and, upon approval and prior to commencement of any work to be per- formed under this agreement, the Permittee shall deposit the same with the Railroad. It is understood that said insurance policies shall be so written that no insurance company shall have any recourse against the Railroad, by way of subrogation or otherwise, for any loss covered by or paid or payable under said policies. Zoo• 200 D CDe � o0 8 1220 1 .o 10 Z to P \ / II I--- \ Ii PdrY✓r�� 1 idi: • I \ I ii 213+54•�. L � O iscc 45 aP.� /H.Sh iina� L 105,3y3 �, Ij�ljl '° 1 • 1 Rd.N' X FERRED T0: i \50,fc.r icia ? n Paisley f Lewis H. larkus, CX86-16044 \ I June 1 1986 11}IIj.S car#. ��• • � 1150'P.GS} W II 210 1209 4 62_5_P.T. S OP. 4. 42' Chd5- �'---- 0 5- 1.40 — J1s� 94.5 PSL rTI -.4i t 51.1 Chd 4.42'40 '5. 5.1 .iia Ln a 1 � M � • 120 nd0+9�9 v 1 rr• 1 - -r 1 , ■ow ^�. S No. CX86-16044 PRIVATE ROADWAY AND CROSSING AGREEMENT Transfer: 205,343 1/15/72 Robert H. Sherman AGREEMENT made this 16th day of JUNE 1986, between BURLINGTON NORTHERN RAILROAD COMPANY ormerly BURLINGTON NO RTHERRF, INC. ) , a Delaware corporation, hereinafter called "Railroad" , whose post office address is 2000 First Interstate Center, 999 Third Avenue, Seattle , Washington 98104-1105, and PATRICIA ANN PAISLEY and LEWIS H. MARKUS, whose post office address is P.O. Box 778, Yelm, WA 98597, hereinafter called "Permittee" , WITNESSETH: WHEREAS, Permittee desires for Permittee' s use and maintenance upon the right-of-way of Railroad of a private road and cattle pass crossing, hereinafter sometimes jointly referred to as the "roadway" , and sometimes referred to as the "crossing" , located between concrete 4 & 5 beneath ' Railroad's ' Bride 22, 1 over the Nisqually River, at or near YELM, Countyof Thurston, Washington , as sFo—w—nT—ighlighted upon the plan which is attached ereto and made a part hereot , marked Exhibit "A" dated 11/18/71, and Railroad agrees to the maintenance thereof and the use thereof by Permittee upon the following terms and conditions: 1. Permittee shall , at THEIR own cost and expense, maintain the roadway approaches and drainage facilities. Permittee shall , at THEIR own cost and expense, obtain and furnish to Railroad a policy of Public Liability and Property Damage Insurance as set out in Addendum attached hereto and made a part hereof. Railroad shall maintain said crossing at Permittee's cost and expense. 2. Permittee shall , upon execution hereof, pay to Railroad for the license and permission hereby granted the sum of TWENTY FIVE DOLLARS ($25.00) for the five-year period commencing as of the date first hereinabove written. Permittee hereby agrees to pay Railroad' s standard license and permission charge as may be in effect from time to time for periods subsequent to such initial five-year period. 3. Permittee shall pay to Railroad from time to time the cost of the maintenance, additions and betterments done by Railroad herein agreed to be borne by Permittee, within twenty (20) days after bills are rendered therefor. 4. Should the right-of-way be now or hereafter fenced at the location described, Permittee shall construct, maintain, and keep repaired at Permittee' s expense, farm crossing gates in a manner satisfactory to the Division Superintendent of Railroad, and said gates shall be kept closed, except when necessary to be open for travel . Permittee agrees to assume all damages of every kind whatsoever resulting from Permittee' s failure to keep gates closed, or for failure to keep the same in proper repair, as agreed in this paragraph. 5. Permittee shall at all times keep the flangeways of said crossing free and clear of all snow, dirt or any other obstructions whatsoever which may accumulate by virtue of vehicles or farm machinery crossing thereover or other- u1i CO 7. Permittee, at Permittee' s own expense, shall remove and keep removed any vegetation at said crossing which may interfere with the view of trains approaching in either direction. 8. The permission hereby granted shall neither be or be deemed or con- strued to be a grant of land nor shall it constitute ownership by Permittee of the roadway or that portion of the right-of-way of Railroad upon which the roadway is located. 9. Permittee shall and hereby does release and discharge Railroad of and from any and all liability for damage to or destruction of the said roadway, or any property of Permittee thereon; and shall and hereby does assume any and all liability for injury to or death of persons, or loss of or damage to property in any manner arising from or during the use, maintenance, repair or removal of said roadway, however such injury, death, loss , damage or destruction aforesaid may occur or be caused; and shall and hereby does indemnify and save harmless Railroad of and from any and all claims , demands, suits , actions, damages, recoveries, judgments, costs or expenses arising or growing out of or in connection with any such injury, death, loss, damage or destruction aforesaid. Permittee further agrees to appear and defend in the name of Railroad any suits or actions at law brought against it on account of any such personal injuries, death or damage to property, and to pay and satisfy any final judgment that may be rendered against the Railroad in any such suit or action. The liability assumed by Permittee herein shall not be affected or diminished by the fact, if it be a fact, that any such suit or action brought against Railroad may arise out of negligence of Railroad, its officers, agents, servants or employees, or be contributed to by such negligence, except to the extent that the liability assumed may be prohibited by law. Notwithstanding the foregoing, nothing herein contained is to be construed as an indemnification against the sole negligence of Railroad, its offlicers, emp oyees or agents. 10. It is agreed that the provisions of paragraph 9 are for the equal protection of any other railroad company or companies, including National Railroad Passenger Corporation (Amtrak) , heretofore or hereafter granted the joint use of Railroad's property, of which said premises are a part. 11. In the event Railroad shall require the use of its premises occupied by the said roadway or any part thereof for any purpose whatsoever, or if Permittee shall fail to keep and perform any of the terms and conditions of this agreement herein agreed by Permittee to be kept and performed, Railroad shall have the right to terminate this agreement at any time upon giving to Permittee thirty (30) days ' written notice of its intention so to do and shall , upon expiration of said thirty (30) days , have the right to remove said crossing and barricade said roadway at the cost and expense of Permittee. Said notice shall be good if served personally upon Permittee or posted upon the premises or deposited postpaid in a United States Post Office, addressed to Permittee at Permittee's post office address above stated. No portion of any payments made hereunder will be refunded upon termination of this agreement. 12. Permittee shall not assign or transfer this agreement without first having obtained the written consent of Railroad. 13. This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective executors, administrators , successors and assigns. 14. Nothing herein contained shall imply or import a covenant on the part of Railroad for quiet enjoyment. i CA() PY IN WITNESS WHEREOF, the parties hereto have executed this agreement tyle day • and year first above written. BURLINGTON NORTHERN RAILROAD COMPANY By 414.,4 D v s 'o ngineer Witnesses in presence of. PATRICIA ANN PAISLEY and LEWI H. MARKUS , f 1 ADDENDUM TO BURLINGTON NORTHERN RAILROAD COMPANY PERMIT NO. CX86-16044 DATED June 16, 1986 The Permittee shall procure and keep in full force and effect during the term of Permit No. CX86-16044 a policy of Public Liability and Property Damage Liability Insurance as herein provided, or certificate with respect thereto, together with a Contractual Liability Endorsement attached thereto, under the terms of which the insuring agreements of the policy are extended to cover the liability assumed by the Permittee hereunder. The form of said Endorsement is hereto attached, marked Exhibit "B". The Permittee shall carry regular Public Liability Insurance for all damages arising from bodily injuries to or death of one or more persons and regular Property Damage Liability Insurance for all damages to or destruction of property during the policy period. Said insurance shall provide for a combined single limit of Five Hundred Thousand Dollars ($500,000). Such policy or certificate with respect thereto, together with said Con- tractual Liability Endorsement attached thereto, shall be submitted to the Railroad for approval as to the insurance company writing same, the amount and the form, and, upon approval and prior to commencement of any work to be per- formed under this agreement, the Permittee shall deposit the same with the Railroad. It is understood that said insurance policies shall be so written that no insurance company shall have any recourse against the Railroad, by way of subrogation or otherwise, for any loss covered by or paid or payable under said policies. to 1Z2d ro ' '• O \ y v Zo \ 10 \ N 0 1 Ic � R.N. Shtrrn�n L-?Ot 0/ acc q.S�P.G— �..H.Sh 1j�lj S �'A i Rd, 14 \2t r T NSFERRED TO: �5o'P.GTr' atricia A n Paisley F, } Lewis H. Iarkus , CX86-16044 June 1 1986 ctr Vier w � L rr. 210 ___a09 t 62.5 P.T. Q5' DPC] 4. 42 ' Chds C } 13.9 Var. 120 o I; -- 1 / N __ C.C. •`, � .'.� � \�` _\� 51.1 P 4 hd5. N 1 1 1 • 1 ' s 1 N � I � • �' _IZC �1d0+97.9 `\ 5 No. CX86-16044 PRIVATE ROADWAY AND CROSSING AGREEMENT Transfer: 205,343 1/15/72 Robert H. Sherman AGREEMENT made this 16th day of JUNE 1986, between BURLINGTON NORTHERN RAILROAD COMPANY (formerly BURLINGTON NO RTHERT, INC. ) , a Delaware corporation, hereinafter called "Railroad" , whose post office address is 2000 First Interstate Center, 999 Third Avenue, Seattle, Washington 98104-1105, and PATRICIA ANN PAISLEY and LEWIS H. MARKUS, whose post office address is P.O. Box 778, Yelm, WA 98597, hereinafter called "Permittee" , WITNESSETH: WHEREAS, Permittee desires for Permittee' s use and maintenance upon the right-of-way of Railroad of a private road and cattle pass crossing, hereinafter sometimes jointly referred to as the "roadway" , and sometimes referred to as the "crossing" , located between concrete 4 & 5 beneath ' Railroad's' Bridge 22. 1 over the Nisqually River, at or near YELM, Countyof Thurston, Washingon , as sT-ow-n—F-i-ghlighted upon the plan which is attached ereto and made a part hereof, marked Exhibit "A" dated 11/18/71, and Railroad agrees to the maintenance thereof and the use thereof by Permittee upon the following terms and conditions: 1. Permittee shall , at THEIR own cost and expense, maintain the roadway approaches and drainage facilities. Permittee shall , at THEIR own cost and expense, obtain and furnish to Railroad a policy of Public Liability and Property Damage Insurance as set out in Addendum attached hereto and made a part hereof. Railroad shall maintain said crossing at Permittee's cost and expense. 2. Permittee shall , upon execution hereof, pay to Railroad for the license and permission hereby granted the sum of TWENTY FIVE DOLLARS ($25.00) for the five-year period commencing as of the date first hereinabove written. Permittee hereby agrees to pay Railroad's standard license and permission charge as may be in effect from time to time for periods subsequent to such initial five-year period. 3. Permittee shall pay to Railroad from time to time the cost of the maintenance, additions and betterments done by Railroad herein agreed to be borne by Permittee, within twenty (20) days after bills are rendered therefor. 4. Should the right-of-way be now or hereafter fenced at the location described, Permittee shall construct, maintain, and keep repaired at Permittee' s expense , farm crossing gates in a manner satisfactory to the Division Superintendent of Railroad, and said gates shall be kept closed, except when necessary to be open for travel . Permittee agrees to assume all damages of every kind whatsoever resulting from Permittee's failure to keep gates closed, or for failure to keep the same in proper repair, as agreed in this paragraph. 5. Permittee shall at all times keep the flangeways of said crossing free and clear of all snow, dirt or any other obstructions whatsoever which may accumulate by virtue of vehicles or farm machinery crossing thereov6r or other- wise. 7. Permittee, at Permittee's own expense, shall remove and keep removed any vegetation at said crossing which may interfere with the view of trains approaching in either direction. g. The permission hereby granted shall neither be or be deemed or con- strued to be a grant of land nor shall it constitute ownership by Permittee of the roadway or that portion of the right-of-way of Railroad upon which the roadway is located. 9. Permittee shall and hereby does release and discharge Railroad of and from any and all liability for damage to or destruction of the said roadway, or any property of Permittee thereon; and shall and hereby does assume any and all liability for injury to or death of persons, or loss of or damage to property in any manner arising from or during the use, maintenance, repair or removal of said roadway, however such injury, death, loss, damage or destruction aforesaid may occur or be caused; and shall and hereby does indemnify and save harmless Railroad of and from any and all claims, demands, suits , actions, damages , recoveries, judgments, costs or expenses arising or growing out of or in connection with any such injury, death, loss, damage or destruction aforesaid. Permittee further agrees to appear and defend in the name of Railroad any suits or actions at law brought against it on account of any such personal injuries, death or damage to property, and to pay and satisfy any final judgment that may be rendered against the Railroad in any such suit or action. The liability assumed by Permittee herein shall not be affected or diminished by the fact, if it be a fact, that any such suit or action brought against Railroad may arise out of negligence of Railroad, its officers, agents, servants or employees, or be contributed to by such negligence, except to the extent that the liability assumed may be prohibited by law. Notwithstanding the foregoing, nothing herein contained is to be construed as an in emni ication against the sole negligence of Railroad, its officers, emp ogees or agents, 10. It is agreed that the provisions of paragraph 9 are for the equal protection of any other railroad company or companies, including National Railroad Passenger Corporation (Amtrak) , heretofore or hereafter granted the joint use of Railroad's property, of which said premises are a part. 11. In the event Railroad shall require the use of its premises occupied by the said roadway or any part thereof for any purpose whatsoever, or if Permittee shall fail to keep and perform any of the terms and conditions of this agreement herein agreed by Permittee to be kept and performed, Railroad shall have the right to terminate this agreement at any time upon giving to Permittee thirty (30) days' written notice of its intention so to do and shall , upon expiration of said thirty (30) days, have the right to remove said crossing and barricade said roadway at the cost and expense of Permittee. Said notice shall be good if served personally upon Permittee or posted upon the premises or deposited postpaid in a United States Post Office, addressed to Permittee at Permittee's post office address above stated. No portion of any payments made hereunder will be refunded upon termination of this agreement. 12. Permittee shall not assign or transfer this agreement without first having obtained the written consent of Railroad. 13. This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective executors, administrators , successors and assigns. 14. Nothing herein contained shall imply or import a covenant on the part of Railroad for quiet enjoyment. i CA() PY IN WITNESS WHEREOF, the parties hereto have executed this agreement the day • and year first above written. BURLINGTON NORTHERN RAILROAD COMPANY B 8-�8 D v s 'oP/ ngineer Witnesses in presence of; PATRICIA ANN PAISLEY �'. and LEWI H. MARKUS ADDENDUM TO BURLINGTON NORTHERN RAILROAD COMPANY PERMIT NO. CX86-16044 DATED June 16, 1986 The Permittee shall procure and keep in full force and effect during the term of Permit No. CX86-16044 a policy of Public Liability and Property Damage Liability Insurance as herein provided, or certificate with respect thereto, together with a Contractual Liability Endorsement attached thereto, under the terms of which the insuring agreements of the policy are extended to cover the liability assumed by the Permittee hereunder. The form of said Endorsement is hereto attached, marked Exhibit "B". The Permittee shall carry regular Public Liability Insurance for all damages arising from bodily injuries to or death of one or more persons and regular Property Damage Liability Insurance for all damages to or destruction of property during the policy period. Said insurance shall provide for a combined single limit of Five Hundred Thousand Dollars ($500,000). Such policy or certificate with respect thereto, together with said Con- tractual Liability Endorsement attached thereto, shall be submitted to the Railroad for approval as to the insurance company writing same, the amount and the form, and, upon approval and prior to commencement of any work to be per- formed under this agreement, the Permittee shall deposit the same with the Railroad. It is understood that said insurance policies shall be so written that no insurance company shall have any recourse against the Railroad, by way of subrogation or otherwise, for any loss covered by or paid or payable under said policies. to 10 1220 1 .o zo y L I. i216.+ az-3P ;{� / . � 1 o t . °o /P H. Sh�rrn�n L-1Qt 1P,c7x7'vr IV \ 213 50• —�-- ills"* u 1�}19 I. Sacc�ar. 4.5��P.G– R..H.Sh rman ['105,3y3 y Rd. �s�y ,r.�9 4N• 12� r T NSFERRED T0: Iso'PCTr atricia A n Paisley i Lewis H. iarkus , CX86-16044 June 1 1986 ' 11195 ctr. pier T. /• , - ��. w fi 210 .T � rr. ---1209 t 62.5-P q5 D 4- 42 ' Chds- �' o } W6 ctx 9 5= 1° 40' Ip 07 94 -- � } 13. ��r N r`? 03 1 Nil _120 1160+979 \ \`\ � jo Form Approved by VP-Law Contract No 501,101 LICENSE FOR ELECTRIC SUPPLY LINE ACROSS OR ALONG RAILWAY PROPERTY (Electric Light, Power Supply, Irrespective of Voltage, Overhead or Underground) THIS LICENSE, made this 15th day of June, 1999, subject to the terms and conditions set forth herein, between THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY, its successors and assigns, a Delaware corporation (hereinafter called "Licensor"), party of the first part, and PUGET SOUND ENERGY, INC., a Washington corporation (hereinafter, whether one or more, called "Licensee"), party of the second part. WITNESSETH, That the parties hereto for the consideration hereinafter expressed covenant and agree as follows: 1. Subject to the terms and conditions hereinafter set forth, Licensor grants a nonexclusive license to Licensee for it and/or its contractors to construct, maintain and use an electric supply line containing a maximum of 3 conductors with 1 circuit across or along the premises of Licensor at or near the station ofYelm, County of Thurston, State of Washington, Line Segment 52, Mile Post 23, the kind and gauge of said conductors, the phase, frequency and voltage of the electric circuit carried thereon and the location of said electric supply line shown by bold line upon the print hereto attached, No. dated May 27, 1999, marked "Exhibit A", and made a part hereof. For convenience, said electric supply line, with all conductors and their supporting or containing structures insofar as they relate to said electric supply line upon said premises, is hereinafter called the "Electric Supply Line". 2. This agreement shall be effective June 15, 1999, subject to prior termination as hereinafter described. 3. Licensee shall, at Licensee's own cost, construct and at all times maintain the Electric Supply Line in accordance with the current Specifications for Electric Supply Lines across or along Railway Property, adopted by the Electrical Section of the Association of American Railroads, or any successor agency, except where by statute or order of competent public authority a different type of construction or a different degree of maintenance is required or permitted, in which case such construction or maintenance shall be in accordance with such statute or order; provided, however, all materials and workmanship employed in the construction and maintenance of the Electric Supply Line shall be in accordance with the National Electrical Safety Code. 1 of 2 r 4. Licensee shall pay Licensor as compensation for this license the sum of Two Thousand Five Hundred and No/100 Dollars ($2,500.00), as a one time fee. 5. During the construction and any subsequent maintenance performed on Electric Supply Line, Licensee shall perform such work in a manner to preclude damage to the property of Licensor, and preclude interference with the operation of its railroad.Upon completion of the Electric Supply Line or after performing any subsequent maintenance thereon, Licensee shall, at Licensee's own cost, restore Licensor's premises to their former state; and Licensee shall, within fifteen (15) days after receipt of bill therefor, pay to Licensor the entire cost incurred by Licensor in providing flagmen protection or any other means of protection which, in the judgment of Licensor, may be required during the construction and maintenance of the Electric Supply Line. (The current rate, subject to change without notice, for furnishing of Licensor's Flagman is aminimum daily charge of $500.00, for the first eight hours, or any part thereof, per day, with an hourly charge of $95.00 per hour for any time over eight hours per day). 6. If at any time during the term hereof Licensor shall desire to make any use of its property with which the Electric Supply Line will in any way interfere, including the relocation of existing or the construction of new lines of poles, wire(s), conduits and other facilities in which it shall have an interest, Licensee shall, at Licensee's own cost, within thirty (30) days after receiving written notice from Licensor to such effect, make such changes in the Electric Supply Line as in the judgment of Licensor may be necessary to avoid interference with the proposed use of its property. 7. Prior to any boring work on or about any portion of the Premises, Licensee shall explore the proposed location for such work with hand tools to a depth of at least three (3) feet below the surface of the ground to determine whether pipelines or other structures exist below the surface, provided, however, that in lieu of the foregoing, the Licensee shall have the right to use suitable detection equipment or other generally accepted industry practice (e.q., consulting with the Underground Services Association) to determine the existence or location of pipelines and other subsurface structures prior to drilling or excavating with mechanized equipment. 8. Prior to installation, five (5) days advance notice must be given to Licensor's Roadmaster, Wayne Lonngren at Tacoma, WA, telephone (253) 591-2563. 9. (a) Except as set forth in Section 9 (b), Licensee shall release, indemnify, and hold harmless Licensor for all losses, damages, expenses, injuries or death to Licensee, its employees, agents and contractors, arising in any manner from the performance of this agreement, except for Licensor's gross negligence or intentional misconduct. Licensee further agrees to release, indemnify, and hold harmless Licensor for all losses, damages, expenses, injuries, or death to any person, including Licensor, which arise in any manner from the construction, maintenance, use, state of repair or presence of Licensee's electric supply line. (b) Whenever any employee, agent or contractor of Licensee or any of Licensee's Parties makes any claim for personal injury or death against Licensor within the meaning of the Federal Employers' Liability Act, or any applicable safety act, (45 U.S.C. § 51 et. seq.), for any incident caused, wholly or in part, by property, equipment, 2of2 ' fixtures or condition belonging to or subject to the control of Licensee, or claims or alleges that he or she is an employee of Licensor or is furthering the operational activities of Licensor, Licensee agrees to indemnify and hold harmless Licensor for all losses, damages, costs or expenses related to such claim, regardless of Licensor's negligence. (c) The liability assumed by Licensee shall not be affected by the fact, if it is a fact, that the loss, damage, death or injury was occasioned by or contributed to by the negligence of Licensor, its agents, servants employees, or otherwise, to the fullest extent permitted by applicable law; provided, however, that Licensee shall have no obligation to assume such liability to the extent caused by the negligence of Licensor or its employees or agents where assumption of such liability would violate Washington Oregon, Idaho or the Province of British Columbia Laws. 10. (a) Licensee shall, at its expense, procure and maintain throughout the term of this License, a comprehensive general form of insurance covering liability, including, but not limited to, Public Liability, Personal Injury and Property Damage, as well as Contractual Liability in the amount of $1,000,000 per occurrence and $2,000,000 in the aggregate. Such insurance shall contain no exclusion with respect to rail corridor of Licensor in the care, custody or control of Licensee. Licensee's contractors shall also procure and maintain the above coverage when on Licensor's property .LICENSOR AND CATELLUS MANAGEMENT CORPORATION SHALL BE NAMED AN ADDITIONAL INSURED. (b) All risk insurance on the Electric Supply Line of the Licensee, or Licensor's property in Licensee's care, custody and control, shall contain a waiver of subrogation of claims against Licensor. Licensee shall maintain Workers Compensation insurance which shall contain a waiver of subrogation against Licensor. (c) All insurance shall be placed with insurance companies licensed to do business in the State in which the Electric Supply Line is located, with a current Best's Insurance Guide Rating of B and Class X, or better. Licensee shall provide LiFensor in advance of said installation a Certificate of Insurance evidencing such insurance. Insurance must provide for coverage of incidents occurring within fifty (50) feet of a railroad track, and any provision in the insurance policy to the contrary must be specifically deleted. (d) A Railroad Protective Liability insurance policy issued in the name of Licensor with limits of $2,000,000 for bodily injury and property damage per occurrence with an aggregate of $6,000,000 must be provided when construction work will be performed within fifty (50) feet of Licensor's tracks. The policy will remain in force during the construction phase of this project and must be provided prior to Licensor signing this license. 3 of 3 (e) In lieu of providing a Railroad Protective Liability Insurance policy, Licensee may participate in Licensor's Blanket Railroad Protective Liability Insurance Policy available to Licensee or its contractor. The limits of coverage are the same as above. The cost is $1,750.00. I elect to participate in Licensor's Blanket Policy, I elect not to participate in Licensor's Blanket Policy. (f) The furnishing of insurance required by this Section shall in no way limit or diminish the liability or responsibility of Licensee as provided under any Section of this License. 11. (a) Licensee shall comply with all federal, state and local environmental laws and regulations in its use of Licensor's property, including, but not limited to, the Resource Conservation and Recovery Act, as amended (RCRA), and the Comprehensive Environmental Response, Compensation, and Liability Act, as amended (CERCLA). Licensee shall not maintain a treatment, storage, transfer or disposal facility, or underground storage tank, as defined by RCRA, on or under the rail corridor. Licensee shall not release or suffer the release of hazardous substances, as defined by CERCLA, on Licensors, property. Notwithstanding any other requirements in this contract, Licensee assumes all responsibility for the investigation and cleanup of such release and shall indemnify and defend Licensor and its agents for all costs and claims, including consultant and attorney fees, arising in any manner out of such release or Licensee's failure to comply with environmental laws, regardless of whether such costs or claims are caused or contributed to by the negligence or alleged negligence of Licensor, except to the extent such costs or claims are proximately caused by Licensors gross negligence or intentional misconduct. (b) Licensee shall give Licensor timely notice of any release, violation of environmental laws or inspection or inquiry by governmental authorities charged with enforcing environmental laws with respect to Licensor's property. Licensee also shall give Licensor timely notice of all measures undertaken by or on behalf of Licensee to investigate, remediate, respond to or otherwise cure such release or violation. (c) In the event that Licensor receives notice from Licensee or otherwise of a release or violation of environmental laws which occurred or is occurring during the term of this License, Licensor may require Licensee, at Licensee's sole expense, to take timely measures to investigate, remediate, respond to or otherwise cure such release or violation. 12. Upon written notice from Licensor, Licensee agrees to assume the defense of any lawsuit, or other proceeding brought against Licensor by any public body, individual, partnership, corporation, or other legal entity, relating to any matter covered by this License for which Licensee has an obligation to assume liability for and/or save and hold harmless Licensor. Licensee shall pay all the costs incident to such defense including, but not limited to, attomeys' fees, investigators' fees, litigation expenses, settlement payments, and amounts paid in satisfaction of judgments. 4of4 13. If default shall be made in any of the covenants or agreements of Licensee contained in this document, or in case of any assignment or transfer of this License by operation of law, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee; but any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedy set forth in this Section shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 14. Licensee shall promptly pay and discharge any and all liens arising out of any construction, alterations or repairs done, suffered or permitted to be done by Licensee on the Electric Supply Line and shall indemnify Licensor against any loss, liability or expense incurred by Licensor on account of such liens. Licensor is hereby authorized to post any notices or take any other action upon or with respect to the Electric Supply Line that is or may be permitted by law to prevent the attachment of any such liens to Licensor's premises; provided, however, that failure of Licensor to take any such action shall not relieve Licensee of any obligation or liability under this Section or any other Section of this License. 15. In case of eviction of Licensee by anyone owning or obtaining title to the rail corridor on which the wire line is located, or the abandonment by Licensor of said rail corridor, Licensor shall not be liable to Licensee for any damage of any nature whatsoever or to refund any payment made by Licensee to Licensor hereunder, except the proportionate part of any recurring rental charge which may have been paid hereunder in advance. 16. Any contractor or subcontractor performing work on or in connection with the Electric Supply Line shall for the purpose of this license, be conclusively deemed to be the servant and agent of Licensee acting on behalf and within the scope of such contractor's or subcontractor's employment for Licensee. 17. Licensee shall at all times, at Licensee's own cost, maintain the most effective system and use the best known and most effective methods to protect the lines, wire(s), tracks and service of Licensor and of any Licensee of Licensor whose permission to use said rail corridor antedates the license and permission herein to Licensee, from interference and physical hazard or health, and if necessary in order to prevent such interference or hazard, Licensee shall, at Licensee's own cost, transpose Licensee's circuits or make such changes in the construction or location of the Electric Supply Line as may be specified by Licensor. 18. Any notice to be given by either party shall be deemed to be properly served if deposited with the United States Postal Service, or other acceptable mailing service, postage prepaid, addressed to either party, at the addresses and department shown beneath signature of the parties. 19. In the event that Licensee consists of two or more parties, all the covenants and agreements of Licensee herein contained shall be the joint and several covenants and agreements of such parties. 5of5 20. Neither Licensee, nor the heirs, legal representatives, successors or assigns of Licensee, nor any subsequent assignee, shall assign or transfer this License or any interest herein, without the prior written consent and approval of Licensor. 21. It is understood and agreed that this License shall not be placed of public record. 22. All the covenants and provisions of this License shall be binding upon the heirs, legal representatives, successors and assigns of Licensee. No assignment by Licensee shall be binding upon Licensor without the written consent of Licensor in each instance. 23. All questions concerning the interpretation or application of provisions of this License shall be decided according to the laws of the State in which the Electric Supply Line is located. 24. To the maximum extent possible, each provision of this License shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this License shall be prohibited by, or held to be invalid under, applicable law, such provision shall be ineffective solely to the extent of such prohibition or invalidity, and this shall not invalidate the remainder of such provision or any other provision of this License. 25. The waiver by Licensor of the breach of any provision herein by Licensee shall in no way impair the right of Licensor to enforce that provision for any subsequent breach thereof. 26. Notwithstanding any other provisions of this license, Licensee shall comply with all statutes, ordinances, rules, regulations, orders and decisions issued by any federal, state or local governmental body or agency established thereby relating to Licensee's use of Licensor's premises hereunder. 27. This license is given by Licensor and accepted by Licensee upon the express condition that the same may be terminated at any time by either party upon thirty (30) days notice in writing to be served upon the other party, stating therein the date that such termination shall take place, and that upon the termination of this license in this or any other manner herein provided, Licensee, upon demand of Licensor, shall abandon the use of the Electric Supply Line and remove the same and restore the rail corridor of Licensor, as near as possible, to the same condition in which it was prior to the placing of the Electric Supply Line. In case Licensee shall fail to restore Licensor's rail corridor within 90 days after the effective date of termination, Licensor may proceed with such work at the expense of Licensee. No termination hereof shall release Licensee from any liability or obligation hereunder, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date the Electric Supply Line is removed and the rail corridor of Licensor restored as above provided. 6of6 ► 28. This License is the full and complete agreement between Licensor and Licensee with respect to all matters relating to license on the premises, and supersedes any and all other agreements between the parties hereto relating to license on the premises. Catellus Management Corporation is acting as agent for The Burlington Northern And Santa Fe Railway Company. IN WITNESS WHEREOF, the parties have executed this agreement in duplicate the day and year first above written. THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY By: Catellus Management Corporation Its Attorney in 999 Third A nue, Su e 2120 Seattle, WA k8104 By: 7 Larry ion I Manager PUGET SOUND ENERGY, INC. 3130 S. 38' Str a Tacoma, WA 98409 By: Title: 7of7 EXHIBIT "A" ATTACHED TO CONTRACT BETWEEN THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY AND PUGET SOUND ENERGY , INC . ri ri In (V W O_ FORT WORTH, TEXAS V- SCALE: 1 IN. =400 FT. MAP - it P_AC IF I C DIV. \ j PARCEL - L`AKEVIEW SUBDIV. L.S. 4444 DATE 05/27/1999 a / 10"� SEC. 16 T17N R2E \ 1, PROPERTY LINE � j`~� �� s•. \ �� a \ t 200' a �TO YELM <.cT ; \ 1 SEE`0INSERT i . 41- 1365' MP 22.98 �L 50' ES 121 -54.5 • _ aT t OT TO SCALE 200, TO AUBURN V 25• /./ PROPERTY LINE OTE: ,' PROPOSED ELECTRICAL LINE TO BE CONNECTED ss• TO EXISTING LINE. ELECTRICAL LINE MUST BE NOTE+ MINIMUM OF 50'FROM THE CENTERLINE OFTHE MMti OF 25•EITHER SIDE OF1 'TRACK FOR USAGE OF SCHEDULE 40,3" PVC CENTER BEENNCASED N STEEL SHOWN CONDUIT. BOLO. ELECTRIC LINE MUST BE LOCATED MINMW OF V FRp1 FACE of PER. DESCRIPTION OF WIRES UNDER TRACK WIRES LOCATED AS SHOWN BOLD TYPE ELECTRIC SIZE OF CONDUIT 3"X 50' NUMBER ONE CONDUIT MATERIAL STEEL VOLTAGE 7. 2KV WALL THICKNESS 0. 188" LENGTH ON R/W 1687' NOTE : CASING TO BE JACKED OR DRY BORED ONLY BASE OF RAIL TO TOP OF CONDUIT 6' NEAR YELM COUNTY OF THURSTON STATE OF WA SLE DRAWING NO. 1-17495 1'U Ili t I SOUND ENERGY June 23, 1999 Attn: Rebecca Schwan Catallus Management Corporation 999 Third Ave., Suite 2120 Seattle, WA 98104-4037 Re: . License for Electric Supply Line Contract No. 501101 Puget Sound Energy has managed a self-insurance program at various retention levels and successfully self-administered all general liability claims since 1974. We also are a qualified workers' compensation self-insurer in the state of Washington. In accordance with your request for insurance information, this letter will certify that Puget Sound Energy maintains a comprehensive program of risk retention and insurance. Our program for general liability and workers' compensation has substantial limits in place, and is consistent with that of other corporations our size. The self-insured retention component currently maintained, exceeds the insurance limit requirements in the referenced agreement. Please signify receipt and acceptance by signing and returning a copy of this letter. Sincerely, t1 Tom Barnhart, CPCU Risk Management Dept. ACCEPTED BY Puget Sound Energy P.O. Box 97034 Bellevue, WA 98009-9734 Signature (425)462-3801 Date wvivv ENERGY r June 23, 1999 Attn: Rebecca Schwan Catallus Management Corporation 999 Third Ave., Suite 2120 Seattle, WA 981044037 Re: . License for Electric Supply Line Contract No. 501101 Puget Sound Energy has managed a self-insurance program at various retention levels and successfully self-administered all general liability claims since 1974. We also are a qualified workers'compensation self-insurer in the state of Washington. In accordance with your request for insurance information, this letter will certify that Puget Sound Energy maintains a comprehensive program of risk retention and insurance. Our program for general liability and workers'compensation has substantial limits in place, and is consistent with that of other corporations our size. The self-insured retention component currently maintained, exceeds the insurance limit requirements in the referenced agreement. Please signify receipt and acceptance by signing and returning a copy of this letter. Sincerely, Tom Barnhart, CPCU Risk Management Dept. ACCEPTED BY Puget Sound Energy P.O. Box 97034 Bellevue, WA 98009-9734 Signature (425)462-3801 Date Form Approved by VP-Law Contract No 501,101 LICENSE FOR ELECTRIC SUPPLY LINE ACROSS OR ALONG RAILWAY PROPERTY (Electric Light, Power Supply, Irrespective of Voltage, Overhead or Underground) THIS LICENSE, made this 15th day of June, 1999, subject to the terms and conditions set forth herein, between THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY, its successors and assigns, a Delaware corporation (hereinafter called "Licensor"), party of the first part, and PUGET SOUND ENERGY, INC., a Washington corporation (hereinafter, whether one or more, called "Licensee"), party of the second part. WITNESSETH, That the parties hereto for the consideration hereinafter expressed covenant and agree as follows: 1. Subject to the terms and conditions hereinafter set forth, Licensor grants a nonexclusive license to Licensee for it and/or its contractors to construct, maintain and use an electric supply line containing a maximum of 3 conductors with 1 circuit across or along the premises of Licensor at or near the station ofYelm, County of Thurston, State of Washington, Line Segment 52, Mile Post 23, the kind and gauge of said conductors, the phase, frequency and voltage of the electric circuit carried thereon and the location of said electric supply line shown by bold line upon the print hereto attached, No. dated May 27, 1999, marked "Exhibit A", and made a part hereof. For convenience, said electric supply line, with all conductors and their supporting or containing structures insofar as they relate to said electric supply line upon said premises, is hereinafter called the "Electric Supply Line". 2. This agreement shall be effective June 15, 1999, subject to prior termination as hereinafter described. 3. Licensee shall, at Licensee's own cost, construct and at all times maintain the Electric Supply Line in accordance with the current Specifications for Electric Supply Lines across or along Railway Property, adopted by the Electrical Section of the Association of American Railroads, or any successor agency, except where by statute or order of competent public authority a different type of construction or a different degree of maintenance is required or permitted, in which case such construction or maintenance shall be in accordance with such statute or order; provided, however, all materials and workmanship employed in the construction and maintenance of the Electric Supply Line shall be in accordance with the National Electrical Safety Code. 1 of 2 4. Licensee shall pay Licensor as compensation for this license the sum of Two Thousand Five Hundred and No/100 Dollars ($2,500.00), as a one time fee. 5. During the construction and any subsequent maintenance performed on Electric Supply Line, Licensee shall perform such work in a manner to preclude damage to the property of Licensor, and preclude interference with the operation of its railroad.Upon completion of the Electric Supply Line or after performing any subsequent maintenance thereon, Licensee shall, at Licensee's own cost, restore Licensor's premises to their former state; and Licensee shall, within fifteen (15) days after receipt of bill therefor, pay to Licensor the entire cost incurred by Licensor in providing flagmen protection or any other means of protection which, in the judgment of Licensor, may be required during the construction and maintenance of the Electric Supply Line. (The current rate, subject to change without notice, for furnishing of Licensor's Flagman is aminimum daily charge of $500.00, for the first eight hours, or any part thereof, per day, with an hourly charge of $95.00 per hour for any time over eight hours per day). 6. If at any time during the term hereof Licensor shall desire to make any use of its property with which the Electric Supply Line will in any way interfere, including the relocation of existing or the construction of new lines of poles, wire(s), conduits and other facilities in which it shall have an interest, Licensee shall, at Licensee's own cost, within thirty (30) days after receiving written notice from Licensor to such effect, make such changes in the Electric Supply Line as in the judgment of Licensor may be necessary to avoid interference with the proposed use of its property. 7. Prior to any boring work on or about any portion of the Premises, Licensee shall explore the proposed location for such work with hand tools to a depth of at least three (3) feet below the surface of the ground to determine whether pipelines or ,other structures exist below the surface, provided, however, that in lieu of the foregoing, the Licensee shall have the right to use suitable detection equipment or other generally accepted industry practice (e_g, consulting with the Underground Services Association) to determine the existence or location of pipelines and other subsurface structures prior to drilling or excavating with mechanized equipment. 8. Prior to installation, five (5) days advance notice must be given to Licensor's Roadmaster, Wayne Lonngren at Tacoma, WA, telephone (253) 591-2563. 9. (a) Except as set forth in Section 9 (b), Licensee shall release, indemnify, and hold harmless Licensor for all losses, damages, expenses, injuries or death to Licensee, its employees, agents and contractors, arising in any manner from the performance of this agreement, except for Licensor's gross negligence or intentional misconduct. Licensee further agrees to release, indemnify, and hold harmless Licensor for all losses, damages, expenses, injuries, or death to any person, including Licensor, which arise in any manner from the construction, maintenance, use, state of repair or presence of Licensee's electric supply line. (b) Whenever any employee, agent or contractor of Licensee or any of Licensee's Parties makes any claim for personal injury or death against Licensor within the meaning of the Federal Employers' Liability Act, or any applicable safety act, (45 U.S.C. § 51 et. seq.), for any incident caused, wholly or in part, by property, equipment, 2of2 fixtures or condition belonging to or subject to the control of Licensee, or claims or alleges that he or she is an employee of Licensor or is furthering the operational activities of Licensor, Licensee agrees to indemnify and hold harmless Licensor for all losses, damages, costs or expenses related to such claim, regardless of Licensor's negligence. (c) The liability assumed by Licensee shall not be affected by the fact, if it is a fact, that the loss, damage, death or injury was occasioned by or contributed to by the negligence of Licensor, its agents, servants employees, or otherwise, to the fullest extent permitted by applicable law; provided, however, that Licensee shall have no obligation to assume such liability to the extent caused by the negligence of Licensor or its employees or agents where assumption of such liability would violate Washington, Oregon, Idaho or the Province of British Columbia Laws. 10. (a) Licensee shall, at its expense, procure and maintain throughout the term of this License, a comprehensive general form of insurance covering liability, including, but not limited to, Public Liability, Personal Injury and Property Damage, as well as Contractual Liability in the amount of $1,000,000 per occurrence and $2,000,000 in the aggregate. Such insurance shall contain no exclusion with respect to rail corridor of Licensor in the care, custody or control of Licensee. Licensee's contractors shall also procure and maintain the above coverage when on Licensor's property .LICENSOR AND CATELLUS MANAGEMENT CORPORATION SHALL BE NAMED AN ADDITIONAL INSURED. (b) All risk insurance on the Electric Supply Line of the Licensee, or Licensor's property in Licensee's care, custody and control, shall contain a waiver of subrogation of claims against Licensor. Licensee shall maintain Workers Compensation insurance which shall contain a waiver of subrogation against Licensor. (c) All insurance shall be placed with insurance companies licensed to do business in the State in which the Electric Supply Line is located, with a current Best's Insurance Guide Rating of B and Class X, or better. Licensee shall provide Licensor in advance of said installation a Certificate of Insurance evidencing such insurance. Insurance must provide for coverage of incidents occurring within fifty (50) feet of a railroad track, and any provision in the insurance policy to the contrary must be specifically deleted. (d) A Railroad Protective Liability insurance policy issued in the name of Licensor with limits of $2,000,000 for bodily injury and property damage per occurrence with an aggregate of $6,000,000 must be provided when construction work will be performed within fifty (50) feet of Licensor's tracks. The policy will remain in force during the construction phase of this project and must be provided prior to Licensor signing this license. 3of3 (e) In lieu of providing a Railroad Protective Liability Insurance policy, Licensee may participate in Licensor's Blanket Railroad Protective Liability Insurance Policy available to Licensee or its contractor. The limits of coverage are the same as above. The cost is $1,750.00. MI elect to participate in Licensor's Blanket Policy; I elect not to participate in Licensor's Blanket Policy. (f) The furnishing of insurance required by this Section shall in no way limit or diminish the liability or responsibility of Licensee as provided under any Section of this License. 11. (a) Licensee shall comply with all federal, state and local environmental laws and regulations in its use of Licensor's property, including, but not limited to, the Resource Conservation and Recovery Act, as amended (RCRA), and the Comprehensive Environmental Response, Compensation, and Liability Act, as amended (CERCLA). Licensee shall not maintain a treatment, storage, transfer or disposal facility, or underground storage tank, as defined by RCRA, on or under the rail corridor. Licensee shall not release or suffer the release of hazardous substances, as defined by CERCLA, on Licensor's property. Notwithstanding any other requirements in this contract, Licensee assumes all responsibility for the investigation and cleanup of such release and shall indemnify and defend Licensor and its agents for all costs and claims, including consultant and attorney fees, arising in any manner out of such release or Licensee's failure to comply with environmental laws, regardless of whether such costs or claims are caused or contributed to by the negligence or alleged negligence of Licensor, except to the extent such costs or claims are proximately caused by Licensor's gross negligence or intentional misconduct. (b) Licensee shall give Licensor timely notice of any release, violation of environmental laws or inspection or inquiry by governmental authorities chared with enforcing environmental laws with respect to Licensor's property. Licensee a?so shall give Licensor timely notice of all measures undertaken by or on behalf of Licensee to investigate, remediate, respond to or otherwise cure such release or violation. (c) In the event that Licensor receives notice from Licensee or otherwise of a release or violation of environmental laws which occurred or is occurring during the term of this License, Licensor may require Licensee, at Licensee's sole expense, to take timely measures to investigate, remediate, respond to or otherwise cure such release or violation. 12. Upon written notice from Licensor, Licensee agrees to assume the defense of any lawsuit, or other proceeding brought against Licensor by any public body, individual, partnership, corporation, or other legal entity, relating to any matter covered by this License for which Licensee has an obligation to assume liability for and/or save and hold harmless Licensor. Licensee shall pay all the costs incident to such defense including, but not limited to, attomeys' fees, investigators' fees, litigation expenses, settlement payments, and amounts paid in satisfaction of judgments. 4 of 4 13. If default shall be made in any of the covenants or agreements of Licensee contained in this document, or in case of any assignment or transfer of this License by operation of law, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee; but any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedy set forth in this Section shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 14. Licensee shall promptly pay and discharge any and all liens arising out of any construction, alterations or repairs done, suffered or permitted to be done by Licensee on the Electric Supply Line and shall indemnify Licensor against any loss, liability or expense incurred by Licensor on account of such liens. Licensor is hereby authorized to post any notices or take any other action upon or with respect to the Electric Supply Line that is or may be permitted by law to prevent the attachment of any such liens to Licensor's premises; provided, however, that failure of Licensor to take any such action shall not relieve Licensee of any obligation or liability under this Section or any other Section of this License. 15. In case of eviction of Licensee by anyone owning or obtaining title to the rail corridor on which the wire line is located, or the abandonment by Licensor of said rail corridor, Licensor shall not be liable to Licensee for any damage of any nature whatsoever or to refund any payment made by Licensee to Licensor hereunder, except the proportionate part of any recurring rental charge which may have been paid hereunder in advance. 16. Any contractor or subcontractor performing work on or in connection with the Electric Supply Line shall for the purpose of this license, be conclusively deemed to be the servant and agent of Licensee acting on behalf and within the scope of such contractor's or subcontractor's employment for Licensee. 17. Licensee shall at all times, at Licensee's own cost, maintain the most effective system and use the best known and most effective methods to protect the lines, wire(s), tracks and service of Licensor and of any Licensee of Licensor whose permission to use said rail corridor antedates the license and permission herein to Licensee, from interference and physical hazard or health, and if necessary in order to prevent such interference or hazard, Licensee shall, at Licensee's own cost, transpose Licensee's circuits or make such changes in the construction or location of the Electric Supply Line as may be specified by Licensor. 18. Any notice to be given by either party shall be deemed to be properly served if deposited with the United States Postal Service, or other acceptable mailing service, postage prepaid, addressed to either party, at the addresses and department shown beneath signature of the parties. 19. In the event that Licensee consists of two or more parties, all the covenants and agreements of Licensee herein contained shall be the joint and several covenants and agreements of such parties. 5 of 5 20. Neither Licensee, nor the heirs, legal representatives, successors or assigns of Licensee, nor any subsequent assignee, shall assign or transfer this License or any interest herein, without the prior written consent and approval of Licensor. 21. It is understood and agreed that this License shall not be placed of public record. 22. All the covenants and provisions of this License shall be binding upon the heirs, legal representatives, successors and assigns of Licensee. No assignment by Licensee shall be binding upon Licensor without the written consent of Licensor in each instance. 23. All questions concerning the interpretation or application of provisions of this License shall be decided according to the laws of the State in which the Electric Supply Line is located. 24. To the maximum extent possible, each provision of this License shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this License shall be prohibited by, or held to be invalid under, applicable law, such provision shall be ineffective solely to the extent of such prohibition or invalidity, and this shall not invalidate the remainder of such provision or any other provision of this License. 25. The waiver by Licensor of the breach of any provision herein by Licensee shall in no way impair the right of Licensor to enforce that provision for any subsequent breach thereof. 26. Notwithstanding any other provisions of this license, Licensee shall comply with all statutes, ordinances, rules, regulations, orders and decisions issued by any fgderal, state or local governmental body or agency established thereby relating to Licensee's use of Licensor's premises hereunder. 27. This license is given by Licensor and accepted by Licensee upon the express condition that the same may be terminated at any time by either party upon thirty (30) days notice in writing to be served upon the other party, stating therein the date that such termination shall take place, and that upon the termination of this license in this or any other manner herein provided, Licensee, upon demand of Licensor, shall abandon the use of the Electric Supply Line and remove the same and restore the rail corridor of Licensor, as near as possible, to the same condition in which it was prior to the placing of the Electric Supply Line. In case Licensee shall fail to restore Licensor's rail corridor within 90 days after the effective date of termination, Licensor may proceed with such work at the expense of Licensee. No termination hereof shall release Licensee from any liability or obligation hereunder, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date the Electric Supply Line is removed and the rail corridor of Licensor restored as above provided. 6 of 6 28. This License is the full and complete agreement between Licensor and Licensee with respect to all matters relating to license on the premises, and supersedes any and all other agreements between the parties hereto relating to license on the premises. Catellus Management Corporation is acting as agent for The Burlington Northern And Santa Fe Railway Company. IN WITNESS WHEREOF, the parties have executed this agreement in duplicate the day and year first above written. THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY By: Catellus Management Corporation Its Attorney in 999 Third A nue, Su e 2120 Seattle, WA 8104 By: _ Larry ion I Manager PUGET SOUND ENERGY, INC. 3130 S. 38 h Str a Tacoma, WA 98409 By: Title: 7 of 7 EXHIBIT "A" ATTACHED TO CONTRACT BETWEEN THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY AND PUGET SOUND ENERGY , INC . Ln (V lfl FORT WORTH, TEXAS V— — 4 SCALE: 1 IN.=400 FT. MAP — cr- PAC IF I L DIV. % PARCEL — z LAKEVIEW SUBDIV. L.S. 0400 DATE 05/27/1999 \\a SEC. 16 \ \ \ 9, T17N R2E ti PROPERTY LINE / /l� �F i. Y '6 s3f=. . � v \ c /A 200' SE`' SERT TO YELM —1365' --.. ---- — �45-- -- y0 MP 22.98 �L 50' ES 1212.54.5jQ �..--.� t OT TO SCALE 200. TO AUBURN r n / PROPERTY LINE OTE: PROPOSED ELECTRICAL LINE TO BE CONNECTED TO EXISTING LINE. ELECTRICAL LINE MUST BE 25 MINIMUM OF 50'FROM THE CENTERLINE OFTHE NOi W40JM OF 25•EiTHER SIDE OFj TRACK FOR USAGE OF SCHEDULE 40.3" PVC CENTER LINE �gWNTO BEENNCASED N STCONDUIT. BOLO. ELECTRIC LINE WST BE FROM LOCATED OF PE��R. OF la ` . 1 DESCRIPTION OF WIRES UNDER TRACK WIRES LOCATED AS SHOWN BOLD TYPE ELECTRIC SIZE OF CONDUIT 3"X 50' NUMBER ONE CONDUIT MATERIAL STEEL VOLTAGE 7. 2KV WALL THICKNESS 0. 188" LENGTH ON R/W 1687 ' NOTE : CASING TO BE JACKED OR DRY BORED ONLY BASE OF RAIL TO TOP OF CONDUIT 6' NEAR YELM COUNTY OF THURSTON STATE OF WA - SLE DRAWING NO. 1- 17495 I'UU L I SOUND ENERGY June 23, 1999 Attn: Rebecca Schwan Catallus Management Corporation 999 Third Ave., Suite 2120 Seattle, WA 98104-4037 Re: . License for Electric Supply Line Contract No. 501101 Puget Sound Energy has managed a self-insurance program at various retention levels and successfully self-administered all general liability claims since 1974. We also are a qualified workers' compensation self-insurer in the state of Washington. In accordance with your request for insurance information, this letter will certify that Puget Sound Energy maintains a comprehensive program of risk retention and insurance. Our program for general liability and workers' compensation has substantial limits in place, and is consistent with that of other corporations our size. The self-insured ' retention component currently maintained, exceeds the insurance limit requirements in the referenced agreement. Please signify receipt and acceptance by signing and returning a copy of this letter. Sincerely, Tom Barnhart, CPCU Risk Management Dept. ACCEPTED BY Puget Sound Energy P.O. Box 97034 Bellevue, WA 98009-9734 Signature (425)462-3801 Date IVwvivv •EP4ERGY June 23, 1999 Attn: Rebecca Schwan Catallus Management Corporation 999 Third Ave., Suite 2120 Seattle, WA 98104-4037 Re: . License for Electric Supply Line Contract No. 501101 Puget Sound Energy has managed a self-insurance program at various retention levels and successfully self-administered all general liability claims since 1974. We also are a qualified workers'compensation self-insurer in the state of Washington. In accordance with your request for insurance information, this letter will certify that Puget Sound Energy maintains a comprehensive program of risk retention and insurance. Our program for general liability and workers' compensation has substantial limits in place, and is consistent with that of other corporations our size. The self-insured retention component currently maintained, exceeds the insurance limit requirements in the referenced agreement. Please signify receipt and acceptance by signing and returning a copy of this letter. Sincerely, Tom Barnhart, CPCU Risk Management Dept. ACCEPTED BY Puget Sound Energy P.O. Box 97034 Bellevue, WA 98009-9734 Signature (425)462-3801 Date Form Approved by VP-Law Contract No 501,101 LICENSE FOR ELECTRIC SUPPLY LINE ACROSS OR ALONG RAILWAY PROPERTY (Electric Light, Power Supply, Irrespective of Voltage, Overhead or Underground) THIS LICENSE, made this 15th day of June, 1999, subject to the terms and conditions set forth herein, between THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY, its successors and assigns, a Delaware corporation (hereinafter called "Licensor"), party of the first part, and PUGET SOUND ENERGY, INC., a Washington corporation (hereinafter, whether one or more, called "Licensee"), party of the second part. WITNESSETH, That the parties hereto for the consideration hereinafter expressed covenant and agree as follows: 1. Subject to the terms and conditions hereinafter set forth, Licensor grants a nonexclusive license to Licensee for it and/or its contractors to construct, maintain and use an electric supply line containing a maximum of 3 conductors with 1 circuit across or along the premises of Licensor at or near the station ofYelm, County of Thurston, State of Washington, Line Segment 52, Mile Post 23, the kind and gauge of said conductors, the phase, frequency and voltage of the electric circuit carried thereon and the location of said electric supply line shown by bold line upon the print hereto attached, No. dated May 27, 1999, marked "Exhibit A", and made a part hereof. For convenience, said electric supply line, with all conductors and their supporting or containing structures insofar as they relate to said electric supply line upon said premises, is hereinafter called the "Electric Supply Line". 2. This agreement shall be effective June 15, 1999, subject to prior termination as hereinafter described. 3. Licensee shall, at Licensee's own cost, construct and at all times maintain the Electric Supply Line in accordance with the current Specifications for Electric Supply Lines across or along Railway Property, adopted by the Electrical Section of the Association of American Railroads, or any successor agency, except where by statute or order of competent public authority a different type of construction or a different degree of maintenance is required or permitted, in which case such construction or maintenance shall be in accordance with such statute or order; provided, however, all materials and workmanship employed in the construction and maintenance of the Electric Supply Line shall be in accordance with the National Electrical Safety Code. 1 of 2 4. Licensee shall pay Licensor as compensation for this license the sum of Two Thousand Five Hundred and No/100 Dollars ($2,500.00), as a one time fee. 5. During the construction and any subsequent maintenance performed on Electric Supply Line, Licensee shall perform such work in a manner to preclude damage to the property of Licensor, and preclude interference with the operation of its railroad.Upon completion of the Electric Supply Line or after performing any subsequent maintenance thereon, Licensee shall, at Licensee's own cost, restore Licensor's premises to their former state; and Licensee shall, within fifteen (15) days after receipt of bill therefor, pay to Licensor the entire cost incurred by Licensor in providing flagmen protection or any other means of protection which, in the judgment of Licensor, may be required during the construction and maintenance of the Electric Supply Line. (The current rate, subject to change without notice, for furnishing of Licensor's Flagman is aminimum daily charge of $500.00, for the first eight hours, or any part thereof, per day, with an hourly charge of $95.00 per hour for any time over eight hours per day). 6. If at any time during the term hereof Licensor shall desire to make any use of its property with which the Electric Supply Line will in any way interfere, including the relocation of existing or the construction of new lines of poles, wire(s), conduits and other facilities in which it shall have an interest, Licensee shall, at Licensee's own cost, within thirty (30) days after receiving written notice from Licensor to such effect, make such changes in the Electric Supply Line as in the judgment of Licensor may be necessary to avoid interference with the proposed use of its property. 7. Prior to any boring work on or about any portion of the Premises, Licensee shall explore the proposed location for such work with hand tools to a depth of at least three (3) feet below the surface of the ground to determine whether pipelines or ,other structures exist below the surface, provided, however, that in lieu of the foregoing, the Licensee shall have the right to use suitable detection equipment or other generally accepted industry practice (e g , consulting with the Underground Services Association) to determine the existence or location of pipelines and other subsurface structures prior to drilling or excavating with mechanized equipment. 8. Prior to installation, five (5) days advance notice must be given to Licensor's Roadmaster, Wayne Lonngren at Tacoma, WA, telephone (253) 591-2563. 9. (a) Except as set forth in Section 9 (b), Licensee shall release, indemnify, and hold harmless Licensor for all losses, damages, expenses, injuries or death to Licensee, its employees, agents and contractors, arising in any manner from the performance of this agreement, except for Licensors gross negligence or intentional misconduct. Licensee further agrees to release, indemnify, and hold harmless Licensor for all losses, damages, expenses, injuries, or death to any person, including Licensor, which arise in any manner from the construction, maintenance, use, state of repair or presence of Licensee's electric supply line. (b) Whenever any employee, agent or contractor of Licensee or any of Licensee's Parties makes any claim for personal injury or death against Licensor within the meaning of the Federal Employers' Liability Act, or any applicable safety act, (45 U.S.C. § 51 et. seq.), for any incident caused, wholly or in part, by property, equipment, 2of2 fixtures or condition belonging to or subject to the control of Licensee, or claims or alleges that he or she is an employee of Licensor or is furthering the operational activities of Licensor, Licensee agrees to indemnify and hold harmless Licensor for all losses, damages, costs or expenses related to such claim, regardless of Licensor's negligence. (c) The liability assumed by Licensee shall not be affected by the fact, if it is a fact, that the loss, damage, death or injury was occasioned by or contributed to by the negligence of Licensor, its agents, servants employees, or otherwise, to the fullest extent permitted by applicable law; provided, however, that Licensee shall have no obligation to assume such liability to the extent caused by the negligence of Licensor or its employees or agents where assumption of such liability would violate Washington Oregon, Idaho or the Province of British Columbia Laws. 10. (a) Licensee shall, at its expense, procure and maintain throughout the term of this License, a comprehensive general form of insurance covering liability, including, but not limited to, Public Liability, Personal Injury and Property Damage, as well as Contractual Liability in the amount of $1,000,000 per occurrence and $2,000,000 in the aggregate. Such insurance shall contain no exclusion with respect to rail corridor of Licensor in the care, custody or control of Licensee. Licensee's contractors shall also procure and maintain the above coverage when on Licensor's property .LICENSOR AND CATELLUS MANAGEMENT CORPORATION SHALL BE NAMED AN ADDITIONAL INSURED. (b) All risk insurance on the Electric Supply Line of the Licensee, or Licensor's property in Licensee's care, custody and control, shall contain a waiver of subrogation of claims against Licensor. Licensee shall maintain Workers Compensation insurance which shall contain a waiver of subrogation against Licensor. , (c) All insurance shall be placed with insurance companies licensed to do business in the State in which the Electric Supply Line is located, with a current Best's Insurance Guide Rating of B and Class X, or better. Licensee shall provide Licensor in advance of said installation a Certificate of Insurance evidencing such insurance. Insurance must provide for coverage of incidents occurring within fifty (50) feet of a railroad track, and any provision in the insurance policy to the contrary must be specifically deleted. (d) A Railroad Protective Liability insurance policy issued in the name of Licensor with limits of $2,000,000 for bodily injury and property damage per occurrence with an aggregate of $6,000,000 must be provided when construction work will be performed within fifty (50) feet of Licensor's tracks. The policy will remain in force during the construction phase of this project and must be provided prior to Licensor signing this license. 3 of 3 (e) In lieu of providing a Railroad Protective Liability Insurance policy, Licensee may participate in Licensor's Blanket Railroad Protective Liability Insurance Policy available to Licensee or its contractor. The limits of coverage are the same as above. The cost is $1,750.00. I elect to participate in Licensor's Blanket Policy; I elect not to participate in Licensor's Blanket Policy. (f) The furnishing of insurance required by this Section shall in no way limit or diminish the liability or responsibility of Licensee as provided under any Section of this License. 11. (a) Licensee shall comply with all federal, state and local environmental laws and regulations in its use of Licensor's property, including, but not limited to, the Resource Conservation and Recovery Act, as amended (RCRA), and the Comprehensive Environmental Response, Compensation, and Liability Act, as amended (CERCLA). Licensee shall not maintain a treatment, storage, transfer or disposal facility, or underground storage tank, as defined by RCRA, on or under the rail corridor. Licensee shall not release or suffer the release of hazardous substances, as defined by CERCLA, on Licensor's property. Notwithstanding any other requirements in this contract, Licensee assumes all responsibility for the investigation and cleanup of such release and shall indemnify and defend Licensor and its agents for all costs and claims, including consultant and attorney fees, arising in any manner out of such release or Licensee's failure to comply with environmental laws, regardless of whether such costs or claims are caused or contributed to by the negligence or alleged negligence of Licensor, except to the extent such costs or claims are proximately caused by Licensor's gross negli9ence or intentional misconduct. (b) Licensee shall give Licensor timely notice of any release, violation of environmental laws or inspection or inquiry by governmental authorities charged with enforcing environmental laws with respect to Licensor's property. Licensee also shall give Licensor timely notice of all measures undertaken by or on behalf of Licensee to investigate, remediate, respond to or otherwise cure such release or violation. (c) In the event that Licensor receives notice from Licensee or otherwise of a release or violation of environmental laws which occurred or is occurring during the term of this License, Licensor may require Licensee, at Licensee's sole expense, to take timely measures to investigate, remediate, respond to or otherwise cure such release or violation. 12. Upon written notice from Licensor, Licensee agrees to assume the defense of any lawsuit, or other proceeding brought against Licensor by any public body, individual, partnership, corporation, or other legal entity, relating to any matter covered by this License for which Licensee has an obligation to assume liability for and/or save and hold harmless Licensor. Licensee shall pay all the costs incident to such defense including, but not limited to, attorneys' fees, investigators' fees, litigation expenses, settlement payments, and amounts paid in satisfaction of judgments. 4 of 4 13. If default shall be made in any of the covenants or agreements of Licensee contained in this document, or in case of any assignment or transfer of this License by operation of law, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee; but any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedy set forth in this Section shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 14. Licensee shall promptly pay and discharge any and all liens arising out of any construction, alterations or repairs done, suffered or permitted to be done by Licensee on the Electric Supply Line and shall indemnify Licensor against any loss, liability or expense incurred by Licensor on account of such liens. Licensor is hereby authorized to post any notices or take any other action upon or with respect to the Electric Supply Line that is or may be permitted by law to prevent the attachment of any such liens to Licensor's premises; provided, however, that failure of Licensor to take any such action shall not relieve Licensee of any obligation or liability under this Section or any other Section of this License. 15. In case of eviction of Licensee by anyone owning or obtaining title to the rail corridor on which the wire line is located, or the abandonment by Licensor of said rail corridor, Licensor shall not be liable to Licensee for any damage of any nature whatsoever or to refund any payment made by Licensee to Licensor hereunder, except the proportionate part of any recurring rental charge which may have been paid hereunder in advance. 16. Any contractor or subcontractor performing work on or in connection with the Electric Supply Line shall for the purpose of this license, be conclusively deemed to be the servant and agent of Licensee acting on behalf and within the scope of such contractor's or subcontractor's employment for Licensee. 17. Licensee shall at all times, at Licensee's own cost, maintain the most effective system and use the best known and most effective methods to protect the lines, wire(s), tracks and service of Licensor and of any Licensee of Licensor whose permission to use said rail corridor antedates the license and permission herein to Licensee, from interference and physical hazard or health, and if necessary in order to prevent such interference or hazard, Licensee shall, at Licensee's own cost, transpose Licensee's circuits or make such changes in the construction or location of the Electric Supply Line as may be specified by Licensor. 18. Any notice to be given by either party shall be deemed to be properly served if deposited with the United States Postal Service, or other acceptable mailing service, postage prepaid, addressed to either party, at the addresses and department shown beneath signature of the parties. 19. In the event that Licensee consists of two or more parties, all the covenants and agreements of Licensee herein contained shall be the joint and several covenants and agreements of such parties. 5of5 20. Neither Licensee, nor the heirs, legal representatives, successors or assigns of Licensee, nor any subsequent assignee, shall assign or transfer this License or any interest herein, without the prior written consent and approval of Licensor. 21. It is understood and agreed that this License shall not be placed of public record. 22. All the covenants and provisions of this License shall be binding upon the heirs, legal representatives, successors and assigns of Licensee. No assignment by Licensee shall be binding upon Licensor without the written consent of Licensor in each instance. 23. All questions concerning the interpretation or application of provisions of this License shall be decided according to the laws of the State in which the Electric Supply Line is located. 24. To the maximum extent possible, each provision of this License shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this License shall be prohibited by, or held to be invalid under, applicable law, such provision shall be ineffective solely to the extent of such prohibition or invalidity, and this shall not invalidate the remainder of such provision or any other provision of this License. 25. The waiver by Licensor of the breach of any provision herein by Licensee shall in no way impair the right of Licensor to enforce that provision for any subsequent breach thereof. 26. Notwithstanding any other provisions of this license, Licensee shall comply with all statutes, ordinances, rules, regulations, orders and decisions issued by any fgderal, state or local governmental body or agency established thereby relating to Licensee's use of Licensor's premises hereunder. 27. This license is given by Licensor and accepted by Licensee upon the express condition that the same may be terminated at any time by either party upon thirty (30) days notice in writing to be served upon the other party, stating therein the date that such termination shall take place, and that upon the termination of this license in this or any other manner herein provided, Licensee, upon demand of Licensor, shall abandon the use of the Electric Supply Line and remove the same and restore the rail corridor of Licensor, as near as possible, to the same condition in which it was prior to the placing of the Electric Supply Line. In case Licensee shall fail to restore Licensor's rail corridor within 90 days after the effective date of termination, Licensor may proceed with such work at the expense of Licensee. No termination hereof shall release Licensee from any liability or obligation hereunder, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date the Electric Supply Line is removed and the rail corridor of Licensor restored as above provided. 6of6 28. This License is the full and complete agreement between Licensor and Licensee with respect to all matters relating to license on the premises, and supersedes any and all other agreements between the parties hereto relating to license on the premises. Catellus Management Corporation is acting as agent for The Burlington Northern And Santa Fe Railway Company. IN WITNESS WHEREOF, the parties have executed this agreement in duplicate the day and year first above written. THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY By: Catellus Management Corporation Its Attorney in 999 Third A nue, Su e2120 Seattle, WA k8l04 By_ _ Larry ion I Manager PUGET SOUND ENERGY, INC. 3130 S. 38' Str a Tacoma, WA 98409 By: Title: 7of7 EXHIBIT "A" ATTACHED TO CONTRACT BETWEEN THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY AND PUGET SOUND ENERGY , INC . In (V lD FORT WORTH. TEXAS V— — Ii SCALE: 1 IN. =400 FT. MAP — it PAC IF I C DIV. PARCEL CL — LAKEVIEW SUBDIV. L.S. 0400 DATE 05/27/1999 ��° , r1° 1 SEC. 16 \ T17N R2E \ PROPERTY LINE c . �n `rte 200' z TO YELM \ \ �?-�� / �J <GT _ 1 SE`'INSERT~ 04U- - 3-t-- 10' / t? -- —1365' — —— cl MP 22.98Y 50' y ES 1212.54.5 �OT TO SCALE200, TO AUBURN r n 2s / PROPERTY LINE V OTE: ,, �� PROPOSED ELECTRICAL LINE TO BE CONNECTED TO EXISTING LINE. ELECTRICAL LINE MUST BE 20 MINIMUM OF 50'FROM THE CENTERLINE OFTHE WM Tl MUMTER OF 25•EITHER SIDE OF "TRACK FOR USAGE OF SCHEDULE 40,3" PVC BEENCASEDN STEEL�gwNTO CONDUIT. SOLO. ELECTRIC LINE MUST BE FACE LOCATED PIER. DESCRIPTION OF ICY FROM 1 DESCRIPTION OF WIRES UNDER TRACK WIRES LOCATED AS SHOWN BOLD TYPE ELECTRIC SIZE OF CONDUIT 3"X 50' NUMBER ONE CONDUIT MATERIAL STEEL VOLTAGE 7. 2KV WALL THICKNESS 0. 188" LENGTH ON R/W 1687' NOTE : CASING TO BE JACKED OR DRY BORED ONLY BASE OF RAIL TO TOP OF CONDUIT 6' NEAR YELM COUNTY OF THURSTON STATE OF WA - SLE DRAWING NO. 1-17495 1'UU t I SOUND ENERGY June 23, 1999 Attn: Rebecca Schwan Catallus Management Corporation 999 Third Ave., Suite 2120 Seattle, WA 98104-4037 Re: . License for Electric Supply Line Contract No. 501101 Puget Sound Energy has managed a self-insurance program at various retention levels and successfully self-administered all general liability claims since 1974. We also are a qualified workers' compensation self-insurer in the state of Washington. In accordance with your request for insurance information, this letter will certify that Puget Sound Energy maintains a comprehensive program of risk retention and insurance. Our program for general liability and workers' compensation has substantial limits in place, and is consistent with that of other corporations our size. The self-insured retention component currently maintained, exceeds the insurance limit requirements in the referenced agreement. Please signify receipt and acceptance by signing and returning a copy of this letter. Sincerely, t1 Tom Barnhart, CPCU Risk Management Dept. ACCEPTED BY Puget Sound Energy P.O. Box 97034 Bellevue, WA 98009-9734 Signature (425)462-3801 Date W w�ivv -ENERGY June 23, 1999 Attn: Rebecca Schwan Catallus Management Corporation 999 Third Ave., Suite 2120 Seattle, WA 98104-4037 Re: . License for Electric Supply Line Contract No. 501101 Puget Sound Energy has managed a self-insurance program at various retention levels and successfully self-administered all general liability claims since 1974. We also are a qualified workers' compensation self-insurer in the state of Washington. In accordance with your request for insurance information, this letter will certify that Puget Sound Energy maintains a comprehensive program of risk retention and insurance. Our program for general liability and workers' compensation has substantial limits in place, and is consistent with that of other corporations our size. The self-insured retention component currently maintained, exceeds the insurance limit requirements in ' the referenced agreement. Please signify receipt and acceptance by signing and returning a copy of this letter. Sincerely, 11 Tom Barnhart, CPCU Risk Management Dept. ACCEPTED BY Puget Sound Energy P.O. Box 97034 Bellevue, WA 98009-9734 Signature (425)462-3801 Date Form Approved by VP-Law Contract No 501,101 LICENSE FOR ELECTRIC SUPPLY LINE ACROSS OR ALONG RAILWAY PROPERTY (Electric Light, Power Supply, Irrespective of Voltage, Overhead or Underground) THIS LICENSE, made this 15th day of June, 1999, subject to the terms and conditions set forth herein, between THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY, its successors and assigns, a Delaware corporation (hereinafter called "Licensor"), party of the first part, and PUGET SOUND ENERGY, INC., a Washington corporation (hereinafter, whether one or more, called "Licensee"), party of the second part. WITNESSETH, That the parties hereto for the consideration hereinafter expressed covenant and agree as follows: 1. Subject to the terms and conditions hereinafter set forth, Licensor grants a nonexclusive license to Licensee for it and/or its contractors to construct, maintain and use an electric supply line containing a maximum of 3 conductors with 1 circuit across or along the premises of Licensor at or near the station ofYelm, County of Thurston, State of Washington, Line Segment 52, Mile Post 23, the kind and gauge of said conductors, the phase, frequency and voltage of the electric circuit carried thereon and the location of said electric supply line shown by bold line upon the print hereto attached, No. dated May 27, 1999, marked "Exhibit A", and made a part hereof. For convenience, said electric supply line, with all conductors and their supporting or containing structures insofar as they relate to said electric supply line upon said premises, is hereinafter called the "Electric Supply Line". 2. This agreement shall be effective June 15, 1999, subject to prior termination as hereinafter described. 3. Licensee shall, at Licensee's own cost, construct and at all times maintain the Electric Supply Line in accordance with the current Specifications for Electric Supply Lines across or along Railway Property, adopted by the Electrical Section of the Association of American Railroads, or any successor agency, except where by statute or order of competent public authority a different type of construction or a different degree of maintenance is required or permitted, in which case such construction or maintenance shall be in accordance with such statute or order; provided, however, all materials and workmanship employed in the construction and maintenance of the Electric Supply Line shall be in accordance with the National Electrical Safety Code. 1 of 2 4 Licensee shall pay Licensor as compensation for this license the sum of Two Thousand Five Hundred and No/100 Dollars ($2,500.00), as a one time fee. 5. During the construction and any subsequent maintenance performed on Electric Supply Line, Licensee shall perform such work in a manner to preclude damage to the property of Licensor, and preclude interference with the operation of its railroad.Upon completion of the Electric Supply Line or after performing any subsequent maintenance thereon, Licensee shall, at Licensee's own cost, restore Licensor's premises to their former state; and Licensee shall, within fifteen (15) days after receipt of bill therefor, pay to Licensor the entire cost incurred by Licensor in providing flagmen protection or any other means of protection which, in the judgment of Licensor, may be required during the construction and maintenance of the Electric Supply Line. (The current rate, subject to change without notice, for furnishing of Licensor's Flagman is aminimum daily charge of $500.00, for the first eight hours, or any part thereof, per day, with an hourly charge of $95.00 per hour for any time over eight hours per day). 6. If at any time during the term hereof Licensor shall desire to make any use of its property with which the Electric Supply Line will in any way interfere, including the relocation of existing or the construction of new lines of poles, wire(s), conduits and other facilities in which it shall have an interest, Licensee shall, at Licensee's own cost, within thirty (30) days after receiving written notice from Licensor to such effect, make such changes in the Electric Supply Line as in the judgment of Licensor may be necessary to avoid interference with the proposed use of its property. 7. Prior to any boring work on or about any portion of the Premises, Licensee shall explore the proposed location for such work with hand tools to a depth of at least three (3) feet below the surface of the ground to determine whether pipelines or ,other structures exist below the surface, provided, however, that in lieu of the foregoing, the Licensee shall have the right to use suitable detection equipment or other generally accepted industry practice , consulting with the Underground Services Association) to determine the existence or location of pipelines and other subsurface structures prior to drilling or excavating with mechanized equipment. 8. Prior to installation, five (5) days advance notice must be given to Licensor's Roadmaster, Wayne Lonngren at Tacoma, WA, telephone (253) 591-2563. 9. (a) Except as set forth in Section 9 (b), Licensee shall release, indemnify, and hold harmless Licensor for all losses, damages, expenses, injuries or death to Licensee, its employees, agents and contractors, arising in any manner from the performance of this agreement, except for Licensor's gross negligence or intentional misconduct. Licensee further agrees to release, indemnify, and hold harmless Licensor for all losses, damages, expenses, injuries, or death to any person, including Licensor, which arise in any manner from the construction, maintenance, use, state of repair or presence of Licensee's electric supply line. (b) Whenever any employee, agent or contractor of Licensee or any of Licensee's Parties makes any claim for personal injury or death against Licensor within the meaning of the Federal Employers' Liability Act, or any applicable safety act, (45 U.S.C. § 51 et. seq.), for any incident caused, wholly or in part, by property, equipment, 2 of 2 fixtures or condition belonging to or subject to the control of Licensee, or claims or alleges that he or she is an employee of Licensor or is furthering the operational activities of Licensor, Licensee agrees to indemnify and hold harmless Licensor for all losses, damages, costs or expenses related to such claim, regardless of Licensor's negligence. (c) The liability assumed by Licensee shall not be affected by the fact, if it is a fact, that the loss, damage, death or injury was occasioned by or contributed to by the negligence of Licensor, its agents, servants employees, or otherwise, to the fullest extent permitted by applicable law; provided, however, that Licensee shall have no obligation to assume such liability to the extent caused by the negligence of Licensor or its employees or agents where assumption of such liability would violate Washington, Oregon, Idaho or the Province of British Columbia Laws. 10. (a) Licensee shall, at its expense, procure and maintain throughout the term of this License, a comprehensive general form of insurance covering liability, including, but not limited to, Public Liability, Personal Injury and Property Damage, as well as Contractual Liability in the amount of $1,000,000 per occurrence and $2,000,000 in the aggregate. Such insurance shall contain no exclusion with respect to rail corridor of Licensor in the care, custody or control of Licensee. Licensee's contractors shall also procure and maintain the above coverage when on Licensor's property .LICENSOR AND CATELLUS MANAGEMENT CORPORATION SHALL BE NAMED AN ADDITIONAL INSURED. (b) All risk insurance on the Electric Supply Line of the Licensee, or Licensor's property in Licensee's care, custody and control, shall contain a waiver of subrogation of claims against Licensor. Licensee shall maintain Workers Compensation insurance which shall contain a waiver of subrogation against Licensor. (c) All insurance shall be placed with insurance companies licensed to do business in the State in which the Electric Supply Line is located, with a current Best's Insurance Guide Rating of B and Class X, or better. Licensee shall provide Licensor in advance of said installation a Certificate of Insurance evidencing such insurance. Insurance must provide for coverage of incidents occurring within fifty (50) feet of a railroad track, and any provision in the insurance policy to the contrary must be specifically deleted. (d) A Railroad Protective Liability insurance policy issued in the name of Licensor with limits of $2,000,000 for bodily injury and property damage per occurrence with an aggregate of $6,000,000 must be provided when construction work will be performed within fifty (50) feet of Licensor's tracks. The policy will remain in force during the construction phase of this project and must be provided prior to Licensor signing this license. 3 of 3 (e) In lieu of providing a Railroad Protective Liability Insurance policy, Licensee may participate in Licensor's Blanket Railroad Protective Liability Insurance Policy available to Licensee or its contractor. The limits of coverage are the same as above. The cost is $1,750.00. M I elect to participate in Licensor's Blanket Policy; ❑ I elect not to participate in Licensor's Blanket Policy. (f) The furnishing of insurance required by this Section shall in no way limit or diminish the liability or responsibility of Licensee as provided under any Section of this License. 11. (a) Licensee shall comply with all federal, state and local environmental laws and regulations in its use of Licensor's property, including, but not limited to, the Resource Conservation and Recovery Act, as amended (RCRA), and the Comprehensive Environmental Response, Compensation, and Liability Act, as amended (CERCLA). Licensee shall not maintain a treatment, storage, transfer or disposal facility, or underground storage tank, as defined by RCRA, on or under the rail corridor. Licensee shall not release or suffer the release of hazardous substances, as defined by CERCLA, on Licensor's property. Notwithstanding any other requirements in this contract, Licensee assumes all responsibility for the investigation and cleanup of such release and shall indemnify and defend Licensor and its agents for all costs and claims, including consultant and attorney fees, arising in any manner out of such release or Licensee's failure to comply with environmental laws, regardless of whether such costs or claims are caused or contributed to by the negligence or alleged negligence of Licensor, except to the extent such costs or claims are proximately caused by Licensor's gross negli9ence or intentional misconduct. (b) Licensee shall give Licensor timely notice of any release, violation of environmental laws or inspection or inquiry by governmental authorities charged with enforcing environmental laws with respect to Licensor's property. Licensee a(so shall give Licensor timely notice of all measures undertaken by or on behalf of Licensee to investigate, remediate, respond to or otherwise cure such release or violation. (c) In the event that Licensor receives notice from Licensee or otherwise of a release or violation of environmental laws which occurred or is occurring during the term of this License, Licensor may require Licensee, at Licensee's sole expense, to take timely measures to investigate, remediate, respond to or otherwise cure such release or violation. 12. Upon written notice from Licensor, Licensee agrees to assume the defense of any lawsuit, or other proceeding brought against Licensor by any public body, individual, partnership, corporation, or other legal entity, relating to any matter covered by this License for which Licensee has an obligation to assume liability for and/or save and hold harmless Licensor. Licensee shall pay all the costs incident to such defense including, but not limited to, attomeys' fees, investigators' fees, litigation expenses, settlement payments, and amounts paid in satisfaction of judgments. 4 of 4 13. If default shall be made in any of the covenants or agreements of Licensee contained in this document, or in case of any assignment or transfer of this License by operation of law, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee; but any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedy set forth in this Section shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 14. Licensee shall promptly pay and discharge any and all liens arising out of any construction, alterations or repairs done, suffered or permitted to be done by Licensee on the Electric Supply Line and shall indemnify Licensor against any loss, liability or expense incurred by Licensor on account of such liens. Licensor is hereby authorized to post any notices or take any other action upon or with respect to the Electric Supply Line that is or may be permitted by law to prevent the attachment of any such liens to Licensor's premises; provided, however, that failure of Licensor to take any such action shall not relieve Licensee of any obligation or liability under this Section or any other Section of this License. 15. In case of eviction of Licensee by anyone owning or obtaining title to the rail corridor on which the wire line is located, or the abandonment by Licensor of said rail corridor, Licensor shall not be liable to Licensee for any damage of any nature whatsoever or to refund any payment made by Licensee to Licensor hereunder, except the proportionate part of any recurring rental charge which may have been paid hereunder in advance. 16. Any contractor or subcontractor performing work on or in connection with the Electric Supply Line shall for the purpose of this license, be conclusively deemed to be the servant and agent of Licensee acting on behalf and within the scope of such contractor's or subcontractor's employment for Licensee. 17. Licensee shall at all times, at Licensee's own cost, maintain the most effective system and use the best known and most effective methods to protect the lines, wire(s), tracks and service of Licensor and of any Licensee of Licensor whose permission to use said rail corridor antedates the license and permission herein to Licensee, from interference and physical hazard or health, and if necessary in order to prevent such interference or hazard, Licensee shall, at Licensee's own cost, transpose Licensee's circuits or make such changes in the construction or location of the Electric Supply Line as may be specified by Licensor. 18. Any notice to be given by either party shall be deemed to be properly served if deposited with the United States Postal Service, or other acceptable mailing service, postage prepaid, addressed to either party, at the addresses and department shown beneath signature of the parties. 19. In the event that Licensee consists of two or more parties, all the covenants and agreements of Licensee herein contained shall be the joint and several covenants and agreements of such parties. 5 of 5 20. Neither Licensee, nor the heirs, legal representatives, successors or assigns of Licensee, nor any subsequent assignee, shall assign or transfer this License or any interest herein, without the prior written consent and approval of Licensor. 21. It is understood and agreed that this License shall not be placed of public record. 22. All the covenants and provisions of this License shall be binding upon the heirs, legal representatives, successors and assigns of Licensee. No assignment by Licensee shall be binding upon Licensor without the written consent of Licensor in each instance. 23. All questions concerning the interpretation or application of provisions of this License shall be decided according to the laws of the State in which the Electric Supply Line is located. 24. To the maximum extent possible, each provision of this License shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this License shall be prohibited by, or held to be invalid under, applicable law, such provision shall be ineffective solely to the extent of such prohibition or invalidity, and this shall not invalidate the remainder of such provision or any other provision of this License. 25. The waiver by Licensor of the breach of any provision herein by Licensee shall in no way impair the right of Licensor to enforce that provision for any subsequent breach thereof. 26. Notwithstanding any other provisions of this license, Licensee shall comply with all statutes, ordinances, rules, regulations, orders and decisions issued by any fgderal, state or local governmental body or agency established thereby relating to Licensee's use of Licensor's premises hereunder. 27. This license is given by Licensor and accepted by Licensee upon the express condition that the same may be terminated at any time by either party upon thirty (30) days notice in writing to be served upon the other party, stating therein the date that such termination shall take place, and that upon the termination of this license in this or any other manner herein provided, Licensee, upon demand of Licensor, shall abandon the use of the Electric Supply Line and remove the same and restore the rail corridor of Licensor, as near as possible, to the same condition in which it was prior to the placing of the Electric Supply Line. In case Licensee shall fail to restore Licensoes rail corridor within 90 days after the effective date of termination, Licensor may proceed with such work at the expense of Licensee. No termination hereof shall release Licensee from any liability or obligation hereunder, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date the Electric Supply Line is removed and the rail corridor of Licensor restored as above provided. 6 of 6 28. This License is the full and complete agreement between Licensor and Licensee with respect to all matters relating to license on the premises, and supersedes any and all other agreements between the parties hereto relating to license on the premises. Catellus Management Corporation is acting as agent for The Burlington Northem And Santa Fe Railway Company. IN WITNESS WHEREOF, the parties have executed this agreement in duplicate the day and year first above written. THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY By: Catellus Management Corporation Its Attorney in 999 Third A nue, Su e 2120 :Seattle, WA k8l04 By. _ Larry e ion I Manager PUGET SOUND ENERGY, INC. 3130 S. 38` Str a Tacoma, WA 98409 By: Title- 7of7 EXHIBIT "A" ATTACHED TO CONTRACT BETWEEN THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY AND PUGET SOUND ENERGY , INC . Ln (V LD FORT WORTH, TEXAS V- - LL- SCALE: iSCALE: 1 IN. =400 FT. Lu MAP - PACIFIC DIV. j PARCEL - L<AKEVIEW SUBOIV. L.S. 0400 DATE 05/27/1999 ~�� / �° SEC. 16 \ r T17N R2E _ PROPERTY LINE /• � \ Ae'z r J � 200' ' f � •,� '. TO YELM �?•_� �cT ; SEE INSERT Npr• nl G `` 9 '• 1365' 50_� �: - Y yQO _ MID 22.98 ii • _/ Z 50' ES 1212.54.5 •J ' t — _ /c SOT TO SCALE200, TO AUBURN r 4 n 25' PROPERTY LINE v t �. _ OTE: PROPOSED ELECTRICAL UNE TO BE CONNECTED TO EXISTING LINE. ELECTRICAL LINE MUST BE is MINIMUM OF 50'FROM THE CENTERLINE OFTHE NOirWA" OF 2s EITHER SIDE OFt TRACK FOR USAGE OF SCHEDULE 40,3" PVC CENTER LINE N TEETO BEENCASEDSTEEL SHOWNCONDUIT. BOLO. ELECTRIC Ll1E MUST BE ACE LFFOPEVA' OF 101 FROM} S, 1 DESCRIPTION OF WIRES UNDER TRACK WIRES LOCATED AS SHOWN BOLD TYPE ELECTRIC SIZE OF CONDUIT 3"X 50' NUMBER ONE CONDUIT MATERIAL STEEL VOLTAGE 7. 2KV WALL THICKNESS 0. 188" LENGTH ON R/W 1687' NOTE : CASING TO BE JACKED OR DRY BORED ONLY BASE OF RAIL TO TOP OF CONDUIT 6' NEAR YELM COUNTY OFTHURSTON STATE OF WA - SLE DRAWING NO. 1- 17495 VL)L,t i SOUND ENERGY June 23, 1999 Attn: Rebecca Schwan Catallus Management Corporation 999 Third Ave., Suite 2120 Seattle, WA 98104-4037 Re: . License for Electric Supply Line Contract No. 501101 Puget Sound Energy has managed a self-insurance program at various retention levels and successfully self-administered all general liability claims since 1974. We also are a qualified workers' compensation self-insurer in the state of Washington. In accordance with your request for insurance information, this letter will certify that Puget Sound Energy maintains a comprehensive program of risk retention and insurance. Our program for general liability and workers' compensation has substantial limits in place, and is consistent with that of other corporations our size. The self-insured retention component currently maintained, exceeds the insurance limit requirements in the referenced agreement. Please signify receipt and acceptance by signing and returning a copy of this letter. Sincerely, t1 Tom Barnhart, CPCU Risk Management Dept. ACCEPTED BY Puget Sound Energy P.O. Box 97034 Bellevue, WA 98009-9734 Signature (425)462-3801 Date IVJvyivv -E1dERGY June 23, 1999 Attn: Rebecca Schwan Catallus Management Corporation 999 Third Ave., Suite 2120 Seattle, WA 981044037 Re: . License for Electric Supply Line Contract No. 501101 Puget Sound Energy has managed a self-insurance program at various retention levels and successfully self-administered all general liability claims since 1974. We also are a qualified workers' compensation self-insurer in the state of Washington. In accordance with your request for insurance information, this letter will certify that Puget Sound Energy maintains a comprehensive program of risk retention and insurance. Our program for general liability and workers' compensation has substantial limits in place, and is consistent with that of other corporations our size. The self-insured retention component currently maintained, exceeds the insurance limit requirements in the referenced agreement. Please signify receipt and acceptance by signing and returning a copy of this letter. 4 Sincerely, Tom Barnhart, CPCU Risk Management Dept. ACCEPTED BY Puget Sound Energy P.O. Box 97034 Bellevue, WA 98009-9734 Signature (425)462-3801 Date (206)292-9988 ,. 91-1155124 LAW OFFICES BETTS , PATTERSON & MINES, P . S . ONE CONVENTION PLACE, SUITE 1400 701 PIKE STREET SEATTLE,WASHINGTON 98101-3927 Ap �Payment:,)df Date: 4 L. Ms. Shelly A.Badger Project: EU Ile a z. f[" ' _ cJ' September 6,2002 City Administrator !� 96 BARS # 10`4 L/00, ��59(0 Lic �l'C`�nt/MatterNo. 5782.0002 City of Yelm Statement No.446645 105 Yelm Avenue West BARS # _ P.O.Box 479 Yelm WA 98597 RE: Markus Property/Railroad Crossing For PROFESSIONAL SERVICES rendered through August 31,2002: TIME DATE KEEPER HOURS DESCRIPTION AMOUNT 08/06/02 TK 0.90 Review and respond to e-mail questions received from S. 126.00 Badger regarding the Markus railroad crossing license assignment. 08/08/02 TK 3.20 Draft and prepare license assignment,assumption and 448.00 consent(Markus crossing)and transmit to S. Badger. PROFESSIONAL SERVICES: $ 574.00 SERVICES SUMMARY TIME KEEPER NAME RATE HOURS AMOUNT TK Taro Kusunose 140.00 4.10 574.00 TOTAL FOR SERVICES 4.10 $574.00 STATEMENT TOTAL: $ 574.00 Betts Patterson Mines A T T O R N E Y S Stephen L. Day Wait sday®bpmlaw.com September 9, 2002 Ms. Shelley Badger City Administrator City of Yelm 105 Yelm Avenue West P.O. Box 479 Yelm, WA 98597 Re: Markus Property/Railroad Crossing Dear Ms. Badger: Enclosed for your review is our invoice for costs and services rendered in the above-referenced matters. If they are satisfactory,we ask that you kindly place the invoices for payment in the ordinary course. Thank you for allowing Betts,Patterson&Mines to assist City of Yelm in this matter. S' cere Stephen L. Day SLD:sm Enclosure One Convention Place Suite 1400.701 Pike Street Seattle WA•98101-3927 A Professional qQWgffl?p6 a jj 7820002 www.bpmlaw.com .206.292.9988. fax206.343.7053 RECEIVED ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMPIT ..T,...,,. THIS ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT("Agreement") is entered into this o`U h day of 0&1'4 190-1- , 2002, by and between The City of Yelm, a municipality in the State of Washington(hereinafter"City"), Lewis H. Markus whose address is 17300 Briar St. SE, Yelm, WA 98597 (hereinafter collectively"Assignor");and David Hart, whose address is 17�o D Briar S+ St- ("Assignee"). Ve 1.1- J wA 98s g7 WHEREAS the Burlington Northern and Santa Fe Railway Company(fka Burlington Northern Railroad Company; fka Burlington Northern, Inc.) (`BNSF") and Assignor entered into that certain Private Roadway and Crossing Agreement dated June 16, 1986 (the"Crossing Agreement") (attached hereto as Exhibit A), with respect to that private road and cattle pass crossing, hereinafter sometimes jointly referred to as the"Roadway,"and sometimes referred to as the"Crossing" located between concrete 4 &5 beneath"Railroad's"Bridge 22.1 over the Nisqually River, at or near YELM. County of Thurston, Washington; and WHEREAS on November 16, 2000, BNSF and the City entered into an Agreement for Donation of Certain Assets, Rights and Obligations of The Burlington Northern and Santa Fe Railway Company to City of Yehn wherein the Crossing Agreement was assigned by BNSF to City; and 1 WHEREAS Assignor now desires to sell to Assignee certain real property accessible via the Crossing; NOW, THEREFORE, the parties for good and valuable consideration, the receipt of which is hereby acknowledged, agree as follows: WITNESSETH: Assignor desires to assign its entire interest in, and all of its rights and obligations under the Crossing Agreement to Assignee, and Assignee desires to assume Assignor's entire interest in, and all of Assignor's rights and obligations under, the Crossing Agreement; and City desires to consent to said assignment/assumption. NOW THEREFORE, in consideration of the foregoing and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor, Assignee and City agree as follows: 1. Assignor assigns to Assignee, as of 6C-+0ber 2 L , 2002, all of Assignor's right,title and interest in and to the Crossing Agreement. 2. Assignee hereby assumes the Crossing Agreement as of Or-+ob-f' 1L2, 2002, and will perform and observe all of the terms and conditions therein contained on Assignor's part to be performed and observed. 162368/101502 1207/99980072 3. City consents to the aforesaid assignment and assumption of the Crossing Agreement upon the express condition that no further assignment of the Crossing Agreement shall hereinafter be made without prior written consent of City. City's consent to this Assignment does not waive any existing default by Assignor and City expressly reserves any and all rights it may have with respect to any existing or future default under the Crossing Agreement. 4. This Assignment may not be changed, modified, discharged or terminated orally or in any manner other than by an agreement in writing signed by the parties hereto or their respective successors and assigns. This Assignment constitutes the entire agreement of the parties hereto relating to the subject matter hereof. 5. Assignor represents that it is not in default under the Crossing Agreement,that Assignor has not previously assigned its right,title,obligations and interest under the Crossing Agreement,that Assignor has full and lawful authority to assign the Crossing Agreement, and that City is not in default under the Crossing Agreement. Assignor hereby acknowledges that the Crossing Agreement is in full force and effect and has not been amended. Assignee represents that it has full and lawful authority to assume the Crossing Agreement and that the City is not in default under the Crossing Agreement. 6. Assignor and Assignee agree that neither the Crossing Agreement nor this Agreement may be assigned to any other party and any such assignment shall be void. 7. This Agreement shall be governed and construed according to the laws of the State of Washington. City, Assignor and Assignee consent to jurisdiction and venue in any court situated in the County of King, State of Washington, to resolve any dispute arising out of or related to this Assignment. 8. In the event of any litigation arising out of or in connection with this Agreement, the prevailing party shall be awarded reasonable attorneys' fees, costs and expenses. 9. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall be taken to be one and the same instrument, for the same effect as if all of the parties hereto had signed the same signature page. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signature thereon and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written. (Signatures on following page) - 2- 162368/101502 1207/99980072 ASSIGNOR: Lewis H. Markus ASSIGNEE: David Hart CITY: The City of Yelm, Washington 1 By: Shelly A. Badger Its: City Administrator - 3 - 162368/101502 3 -162368/101502 1207/99980072 STATE OF WASHINGTON ) ss. COUNTY OF THURSTON ) On this nc� day of �(� _i(' , 2002, before me,the undersigned, a Notary Public m and for the State of Washington, duly commissioned and sworn, personally appeared Lewis H. Markus,to me known to be the individual who executed the foregoing instrument, and acknowledged the signing of said instrument to be his free and voluntary act, for the uses and purposes therein mentioned. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. NOTARY PUBLIC State of Washington ,mof Public ' for the S f Washington JAIME L. MAYERL Priv Name: � Comission Expires MARCH 5,2005 My appointment expires: cfi - -4 - 162368/1015021207/99980072 STATE OF WASHINGTON ) ss. COUNTY OF THURSTON ) On this aat�\c�day of ',( �� ('� , 2002, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared David Hart,to me known to be the individual who executed the foregoing instrument, and acknowledged the signing of said instrument to be his free and voluntary act, for the uses and purposes therein mentioned. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. NOTARY PUBLIC State of Washington No Public in aud for the Siaie Qf Washington JAIME L. MAYERL Printed Name: Co mission Expires MARCH s,Zoos My appointment expires: STATE OF WASHINGTON ) 1 ss. COUNTY OF THURSTON ) On this day of QC7,q&./' , 2002, before me,the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Shelly A. Badger,to me known to be the City Administrator of the City of Yelm, a municipal corporation in the State of Washington, and acknowledged the signing of said instrument to be her free and voluntary act on behalf of the City of Yelm, for the uses and purposes therein mentioned. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. � A. s� ✓�Z1�1`'`� . tary Public in and for the�jate of Washington Printed Name: i&VL SrNN�F My appointment expires: OF MASH - $ - 162368/101502 1207/99980072 AGREEMENT made this 16th day of JUNE , 1986, between BURLINGTON NORTHERN RAILROAD COMPANY ormerly BURLINGPON NO12Tff�ff, INC. ) , a Delaware corporation, hereinafter called "Railroad" , whose post office address is 2000 First Interstate Center, 999 Third Avenue, Seattle, Washington 98104-1105, and PATRICIA ANN PAISLEY and LEWIS H. MARKUS, whose post office address is P.O. Box 778, Yelm, WA 98597, hereinafter called "Permittee" , WITNESSETH: WHEREAS, Permittee desires for Permittee' s use and maintenance upon the right-of-way of Railroad of a private road and cattle pass crossing, hereinafter sometimes jointly referred to as the "roadway" , and sometimes referred to as the "crossing" , located between concrete 4 & 5 beneath ' Railroad's ' Bridge 22. 1 over the _Nisqua�lly River, at or near YELM, County of Thurston,Washington , as shown n fiig ihlighted upon the plan which is attac ed hereto ana made a part hereof, marked Exhibit "A" dated 11/18/71, and Railroad agrees to the maintenance thereof and the use thereof by Permittee upon the following terms and conditions: 1. Permittee shall , at THEIR own cost and expense, maintain the roadway approaches and drainage facilities. Permittee shall , at THEIR own cost and expense, obtain and furnish to Railroad a policy of Public Liability and Property Damage Insurance as set out in Addendum attached hereto and made a part hereof. Railroad shall maintain said crossing at Permittee' s cost and expense. 2. Permittee shall , upon execution hereof, pay to Railroad for the license and permission hereby granted the sum of TWENTY FIVE DOLLARS ($25.00) for the five-year period commencing as of the date first hereinabove written. Permittee hereby agrees to pay Railroad's standard license and permission charge as may be in effect from time to time for periods subsequent to such initial five-year period. 3. Permittee shall pay to Railroad from time to time the cost of the maintenance, additions and betterments done by Railroad herein agreed to be borne by Permittee, within twenty (20) days after bills are rendered therefor. 4. Should the right-of-way be now or hereafter fenced at the location described, Permittee shall construct, maintain, and keep repaired at Permittee' s expense , farm crossing gates in a manner satisfactory to the Division Superintendent of Railroad, and said gates shall be kept closed, except when necessary to be open for travel . Permittee agrees to assume all damages of every kind whatsoever resulting from Permittee' s failure to keep gates closed, or for failure to keep the same in proper repair, as agreed in this paragraph. 5. Permittee shall at all times keep the flangeways of said crossing free and clear of all snow, dirt or any other obstructions whatsoever which may accumulate by virtue of vehicles or farm machinery crossing thereover or other- wise. 6. Permittee shall not permit said crossing to be used as a public crossing nor shall Permittee authorize others to use said crossing without Railroad's written consent. Provided, however, written consent shall not ' be required for occasional guests of Permittee. Permittee further agrees that upon the lease , sale, devise or conveyance of the property being served by this crossing that the Permittee shall notify Railroad of such lease, sale, devise or conveyance and shall require that the 'lessee, grantee, receiver or purchaser make application for a private crossing with Railroad. 9. Permittee shall and hereby does release and discharge Railroad of and from any and all liability for damage to or destruction of the said roadway, or any property of Permittee thereon; and shall and hereby does assume any and all liability for injury to or death of persons , or loss of or damage to property in any manner arising from or during the use, maintenance, repair or removal of said roadway, however such injury, death, loss, damage or destruction aforesaid may occur or be caused; and shall and hereby does indemnify and save harmless Railroad of and from any and all claims, demands, suits , actions, damages, recoveries, judgments, costs or expenses arising or growing out of or in connection with any such injury, death, loss, damage or destruction aforesaid. Permittee further agrees to appear and defend in the name of Railroad any suits or actions at law brought against it on account of 'any such personal injuries, death or damage to property, and to pay and satisfy any final judgment that may be rendered against the Railroad in any such suit or action. The liability assumed by Permittee herein shall not be affected or diminished by the fact, if it be a fact, that any such suit or action brought against Railroad may arise out of negligence of Railroad, its officers , agents, servants or employees, or be contributed to by such negligence, except to the extent that the liability assumed may be prohibited by law. Notwithstanding the foregoing, nothing herein contained is to be construed as an indemnification against the sole negligence of Railroad, its officers, emp oyees or agents._ 10. It is agreed that the provisions of paragraph 9 are for the equal protection of any other railroad company or companies, including National Railroad Passenger Corporation (Amtrak) , heretofore or hereafter granted the joint use of Railroad's property, of which said premises are a part. 11. In the event Railroad shall require the use of its premises occupied by the said roadway or any part thereof for any purpose whatsoever, or if Permittee shall fail to keep and perform any of the terms and conditions of this agreement herein agreed by Permittee to be kept and performed, Railroad shall have the right to terminate this agreement at any time upon giving to Permittee thirty (30) days ' written notice of its intention so to do and shall , upon expiration of said thirty (30) days , have the right to remove said crossing and barricade said roadway at the cost and expense of Permittee. Said notice shall be good if served personally upon Permittee or posted upon the premises or deposited postpaid in a United States Post Office, addressed to Permittee at Permittee's post office address above stated. No portion of any payments made hereunder will be refunded upon termination of this agreement. 12. Permittee shall not assign or transfer this agreement without first having obtained the written consent of Railroad. 13. This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective executors , administrators , successors and assigns. 14. Nothing herein contained shall imply or import a covenant on the part of Railroad for quiet enjoyment. w P1 B 4. 8-�s D v s on Engineer Witnesses in presence of: PATRICIA ANN PAISLEY and LEWI H. MARKUS w The Permittee shall procure and keep in full force and effect during the term of Permit No. CX86-16044 a policy of Public Liability and Property Damage Liability Insurance as herein provided, or certificate with respect thereto, together with a Contractual Liability Endorsement attached thereto, under the terms of which the insuring agreements of the policy are extended to cover the liability assumed by the Permittee hereunder. The form of said Endorsement is hereto attached, marked Exhibit "B" . The Permittee shall carry regular Public Liability Insurance for all damages arising from bodily injuries to or death of one or more persons and regular Property Damage Liability Insurance for all damages to or destruction of property during the policy period. Said insurance shall provide for a combined single limit of Five Hundred Thousand Dollars ($500,000). Such policy or certificate with respect thereto, together with said Con- tractual Liability Endorsement attached thereto, shall be submitted to the Railroad for approval as to the insurance company writing same, the amount and the form, and, upon approval and prior to commencement of any work to be per- formed under this agreement, the Permittee shall deposit the same with the Railroad. It is understood that said insurance policies shall be so written that no insurance company shall have any recourse against the Railroad, by way of subrogation or otherwise, for any loss covered by or paid or payable under said policies. I� 200' zoo' 00 0 ri I to I 1220 o z o L � � _�_ __ __ -I- ►216 +�s2-3 P / N 1 213{ 50. 1�+Ij'I Sact � 45 PG stn* ,s iyH.Sh rina� [-I05,3y3 y Ifd. 14/y X��9 r 121 /atXricia SFERRED T0: 150'P.GTr A n Paisley Lewis H. larkus , CX86-16044 ; June 1 1986 ctr c.. w � fi L fir. 210 ---1209 t 62.5-P,T- - - 45' RR 4. 4V Chd5 4 0' C IZ07 Chdb 4 1 \ Cf/ . • ;r RECEIVED qCT 2 8 2002 ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT THIS ASSIGNMF�NT, ASSUMPTION AND CONSENT AGREEMENT C'Agreement") is entered into this oY n day of Q&1-4 19cr , 2002, by and between The City of Yelm, a municipality in the State of Washington(hereinafter"City"), Lewis H. Markus whose address is 17300 Briar St. SE, Yelm, WA 98597 (hereinafter collectively"Assignor"); and David Hart, whose address is ( 7;o O & %'Qr 5+. SIE ("Assignee"). 4'e !m J wA 98Sg7 WHEREAS the Burlington Northern and Santa Fe Railway Company(tka Burlington Northern Railroad Company; flca Burlington Northern, Inc.) (`BNSF") and Assignor entered into that certain Private Roadway and Crossing Agreement dated June 16, 1986 (the"Crossing Agreement") (attached hereto as Exhibit A), with respect to that private road and cattle pass crossing, hereinafter sometimes jointly referred to as the"Roadway," and sometimes referred to as the"Crossing" located between concrete 4 &5 beneath"Railroad's"Bridge 22.1 over the Nisqually River, at or near YELM. County of Thurston, Washington; and WHEREAS on November 16, 2000, BNSF and the City entered into an Agreement for Donation of Certain Assets, Rights and Obligations of The Burlington Northern and Santa Fe Railway Company to City of Yelm wherein the Crossing Agreement was assigned by BNSF to City; and WHEREAS Assignor now desires to sell to Assignee certain real property accessible via the Crossing; NOW, THEREFORE, the parties for good and valuable consideration, the receipt of which is hereby acknowledged, agree as follows: WITNESSETH: Assignor desires to assign its entire interest in, and all of its rights and obligations under the Crossing Agreement to Assignee, and Assignee desires to assume Assignor's entire interest in, and all of Assignor's rights and obligations under,the Crossing Agreement; and City desires to consent to said assignment/assumption. NOW THEREFORE, in consideration of the foregoing and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor, Assignee and City agree as follows: 1. Assignor assigns to Assignee, as of bc-+0ber L L , 2002, all of Assignor's right,title and interest in and to the Crossing Agreement. 2. Assignee hereby assumes the Crossing Agreement as of Oc'f'obel' 22, 2002, and will perform and observe all of the terms and conditions therein contained on Assignor's part to be performed and observed. 162368/101502 1207/99980072 3. City consents to the aforesaid assignment and assumption of the Crossing Agreement upon the express condition that no further assignment of the Crossing Agreement shall hereinafter be made without prior written consent of City. City's consent to this Assignment does not waive any existing default by Assignor and City expressly reserves any and all rights it may have with respect to any existing or future default under the Crossing Agreement. 4. This Assignment may not be changed, modified, discharged or terminated orally or in any manner other than by an agreement in writing signed by the parties hereto or their respective successors and assigns. This Assignment constitutes the entire agreement of the parties hereto relating to the subject matter hereof. 5. Assignor represents that it is not in default under the Crossing Agreement,that Assignor has not previously assigned its right,title, obligations and interest under the Crossing Agreement, that Assignor has full and lawful authority to assign the Crossing Agreement, and that City is not in default under the Crossing Agreement. Assignor hereby acknowledges that the Crossing Agreement is in full force and effect and has not been amended. Assignee represents that it has full and lawful authority to assume the Crossing Agreement and that the City is not in default under the Crossing Agreement. 6. Assignor and Assignee agree that neither the Crossing Agreement nor this Agreement may be assigned to any other party and any such assignment shall be void. 7. This Agreement shall be governed and construed according to the laws of the State of Washington. City, Assignor and Assignee consent to jurisdiction and venue in any court situated in the County of King, State of Washington, to resolve any dispute arising out of or related to this Assignment. 8. In the event of any litigation arising out of or in connection with this Agreement, the prevailing party shall be awarded reasonable attorneys' fees, costs and expenses. 9. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall be taken to be one and the same instrument, for the same effect as if all of the parties hereto had signed the same signature page. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signature thereon and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written. (Signatures on following page) - 2 - 162368/101502 2 -162368/101502 1207/99980072 ASSIGNOR: Lewis H. Markus ASSIGNEE: David Hart CITY: The City of Yelm, Washington jiezL A, �L�b By: Shelly A. Badger Its: City Administrator - 3 - 162368/101502 1207/99980072 STATE OF WASHINGTON ) ss. COUNTY OF THURSTON ) On this ( no day of �(` � , 2002, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Lewis H. Markus,to me known to be the individual who executed the foregoing instrument, and acknowledged the signing of said instrument to be his free and voluntary act, for the uses and purposes therein mentioned. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. NOTARY PUBLIC ` State of Washington ofPublic ' for the Sta f Washington JAIME L. MAYERL Prin it Name: Commisalon Expires MARCH 5,2005 My appointment expires: '- - 4 - 162368/101502 1207/99980072 ��. �� w'- tw ^v -- �., _ .ti ♦. -� *"' �' ti�r .1 . J .� � �,• __ f r i 1 STATE OF WASHINGTON ) ss. COUNTY OF THURSTON ) On this aar\aday of ,(� 2002, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared David Hart,to me known to be the individual who executed the foregoing instrument, and acknowledged the signing of said instrument to be his free and voluntary act, for the uses and purposes therein mentioned. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. - dNOTARY U LIC State of Washington No Public in for the S eMfashington JAIME L. MAYERL Printed Name: Commission EVIres MARCH 5,2005 My appointment expires: STATE OF WASHINGTON ) ss. COUNTY OF THURSTON ) On this day of QC7'V j ,r , 2002, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Shelly A. Badger,to me known to be the City Administrator of the City of Yelm, a municipal corporation in the State of Washington, and acknowledged the signing of said instrument to be her free and voluntary act on behalf of the City of Yelm, for the uses and purposes therein mentioned. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. tary Public in and for the k ate of Washington Printed Name: U7;4i IJ /L My appointment expires: �jj b Op M/ASN - 5 - 162368/101502 5 -162368/101502 1207/99980072 AGKttMtN1 maae Lnis iotin oay or UuwC NORTHERN RAILROAD COMPANY 7formerly BURLINGTON NO THEW, INC. ) , a Delaware corporation, hereinafter called "Railroad" , whose post office address is 2000 First Interstate Center, 999 Third Avenue, Seattle, Washington 98104-1105, and PATRICIA ANN PAISLEY and LEWIS H. MARKUS, whose post office address is P.O. Box 778, Yelm, WA 98597, hereinafter called "Permittee" , WITNESSETH: WHEREAS, Permittee desires for Permittee' s use and maintenance upon the right-of-way of Railroad of a private road and cattle pass crossing, hereinafter sometimes jointly referred to as the "roadway" , and sometimes referred to as the "crossing" , located between concrete 4 & 5 beneath ' Railroad's ' Bride 22. 1 over the Nisqually River, at or near YEL , County of Thurston, Washinqton , as shown highlighted upon the plan which is attached ereto and made a part hereof, marked Exhibit "A" dated 11/18/71, and Railroad agrees to the maintenance thereof and the use thereof by Permittee upon the following terms and conditions: 1. Permittee shall , at THEIR own cost and expense, maintain the roadway approaches and drainage facilities. Permittee shall , at THEIR own cost and expense, obtain and furnish to Railroad a policy of Public Liability and Property Damage Insurance as set out in Addendum attached hereto and made a part hereof. Railroad shall maintain said crossing at Permittee's cost and expense. 2. Permittee shall , upon execution hereof, pay to Railroad for the license and permission hereby granted the sum of TWENTY FIVE DOLLARS ($25.00) for the five-year period commencing as of the date first hereinabove written. Permittee hereby agrees to pay Railroad's standard license and permission charge as may be in effect from time to time for periods subsequent to such initial five-year period. 3. Permittee shall pay to Railroad from time to time the cost of the maintenance, additions and betterments done by Railroad herein agreed to be borne by Permittee, within twenty (20) days after bills are rendered therefor. 4. Should the right-of-way be now or hereafter fenced at the location described, Permittee shall construct, maintain, and keep repaired at Permittee' s expense, farm crossing gates in a manner satisfactory to the Division Superintendent of Railroad, and said gates shall be kept closed, except when necessary to be open for travel . Permittee agrees to assume all damages of every kind whatsoever resulting from Permittee' s failure to keep gates closed, or for failure to keep the same in proper repair, as agreed in this paragraph. 5. Permittee shall at all times keep the flangeways of said crossing free and clear of all snow, dirt or any other obstructions whatsoever which may accumulate by virtue of vehicles or farm machinery crossing thereover or other- wise. 6. Permittee shall not permit said crossing to be used as a public crossing nor shall Permittee authorize others to use said crossing without Railroad's written consent. Provided, however, written consent shall not ' be required for occasional guests of Permittee. Permittee further agrees that upon the lease, sale, devise or conveyance of the property being served by this crossing that the Permittee shall notify Railroad of such lease, sale, devise or conveyance and shall require that the lessee, grantee, receiver or purchaser make application for a private crossing with Railroad. 9. Permittee shall and hereby does release and discharge Railroad of and from any and all liability for damage to or destruction of the said roadway, or any property of Permittee thereon; and shall and hereby does assume any and all liability for injury to or death of persons , or loss of or damage to property in any manner arising from or during the use, maintenance, repair or removal of said roadway, however such injury, death, loss, damage or destruction aforesaid may occur or be caused; and shall and hereby does indemnify and save harmless Railroad of and from any and all claims , demands, suits, actions, damages , recoveries, judgments, costs or expenses arising or growing out of or in connection with any such injury, death, loss, damage or destruction aforesaid. Permittee further agrees to appear and defend in the name of Railroad any suits or actions at law brought against it on account of any such personal injuries, death or damage to property, and to pay and satisfy any final judgment that may be rendered against the Railroad in any such suit or action. The liability assumed by Permittee herein shall not be affected or diminished by the fact, if it be a fact, that any such suit or action brought against Railroad may arise out of negligence of Railroad, its officers, agents, servants or employees, or be contributed to by such negligence, except to the extent that the liability assumed may be prohibited by law. Notwithstanding the foregoing, nothing herein contained i s to be construed as an in emni�-ii cation against t e sole negligence of Railroad, its officers, employees or agents. 10. It is agreed that the provisions of paragraph 9 are for the equal protection of any other railroad company or companies, including National Railroad Passenger Corporation (Amtrak) , heretofore or hereafter granted the joint use of Railroad's property, of which said premises are a part. 11. In the event Railroad shall require the use of its premises occupied by the said roadway or any part thereof for any purpose whatsoever, or if Permittee shall fail to keep and perform any of the terms and conditions of this agreement herein agreed by Permittee to be kept and performed, Railroad shall have the right to terminate this agreement at any time upon giving to Permittee thirty (30) days ' written notice of its intention so to do and shall , upon expiration of said thirty (30) days , have the right to remove said crossing and barricade said roadway at the cost and expense of Permittee. Said notice shall be good if served personally upon Permittee or posted upon the premises or deposited postpaid in a United States Post Office, addressed to Permittee at Permittee's post office address above stated. No portion of any payments made hereunder will be refunded upon termination of this agreement. 12. Permittee shall not assign or transfer this agreement without first having obtained the written consent of Railroad. 13. This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective executors, administrators, successors and assigns. 14. Nothing herein contained shall imply or import a covenant on the part of Railroad for quiet enjoyment. w PB D v s oK Engineer Witnesses in presence of: PATRICIA ANN PAISLEY / �► and LEWI H. MARKUS IIIc i cIII]i LILcc 0— . , V. .,.,.... ---- "--r. .. term of Permit No. CX86-16044 a policy of Public Liability and Property Damage Liability Insurance as herein provided, or certificate with respect thereto, together with a Contractual Liability Endorsement attached thereto, under the terms of which the insuring agreements of the policy are extended to cover the liability assumed by the Permittee hereunder. The form of said Endorsement is hereto attached, marked Exhibit "B" . The Permittee shall carry regular Public Liability Insurance for all damages arising from bodily injuries to or death of one or more persons and regular Property Damage Liability Insurance for all damages to or destruction of property during the policy period. Said insurance shall provide for a combined single limit of Five Hundred Thousand Dollars ($500,000). Such policy or certificate with respect thereto, together with said Con- tractual Liability Endorsement attached thereto, shall be submitted to the Railroad for approval as to the insurance company writing same, the amount and the form, and, upon approval and prior to commencement of any work to be per- formed under this agreement, the Permittee shall deposit the same with the Railroad. It is understood that said insurance policies shall be so written that no insurance company shall have any recourse against the Railroad, by way of subrogation or otherwise, for any loss covered by or paid or payable under said policies. f / / I / Z�Q i J 11 II / C O / • I ri I I �O I zzo ; o z ti y \ v -L- 1216 + 82.3 R N 1 o ' I� PdrTvr�'� 1 i�r� 1213 50. &cc Sr 457P6— y H.Sh r'ina� C'105,3 Y3 y 1 j+I j 1 ' Rd. 141 y rYin9 12� r eatricia NSFERRED T0: 15o'POTr A n Paisley ' Lewis H. Iarkus , CX86-16044 June 1 1986 iO � 150'P.Cj'• W L_- 210 -1209 t 62.5-P.T. _ - q5 p.PC 4- 42' Chds r /r. . 5= .t 1207 PGL + 9�' ' n RC 4 4.ZChdS. , 1,40, Betts Ml Patterson Mines 2 A T T O R N E Y S foo Stephen L. Day eMail: sday@bpmlaw.com November 25, 2002 Ms. Shelley Badger City Administrator City of Yelm 105 Yelm Avenue West P.O. Box 479 Yelm, WA 98597 Re: Markus Property/Railroad Crossing Dear Ms. Badger: Enclosed for your review is our invoice for costs and services rendered in the above-referenced matters. If they are satisfactory, we ask that you kindly place the invoices for payment in the ordinary course. Thank you for allowing Betts, Patterson&Min o assis City of Yelm in this matter. n ely, Stephen L. Day SLD:sm Enclosure One Convention Place Suite 1400.701 Pike Street Seattle WA.98101-3927 A Professional Service Corporation www.bpmlaw.com.206.292.9988.fax 206.343.7053 173454/112502 1441/57820002 (206)292-9988 91-1155124 LAW OFFICES BETTS, PATTERSON & MINES, P.S. ONE CONVENTION PLACE,SUITE 1400 701 PIKE STREET SEATTLE,WASHINGTON 98101-3927 Ms. Shelly A.Badger November 25,2002 City Administrator Client/Matter No. 5782.0002 City of Yelm Statement No.448573 105 Yelm Avenue West P.O.Box 479 Yelm WA 98597 RE: Markus Property/Railroad Crossing STATEMENT SUMMARY THROUGH OCTOBER 31,2002 Services Rendered $98.00 Costs Advanced 0.00 CURRENT STATEMENT $ 98.00 Previous Balance 574.00 Less Payments Received Since Last Statement 574.00 TOTAL BALANCE DUE $ 98.00 ,Ap qued for Payment: ` _. Date: Project: 11,tu,1 %Bw&# i 1°/ r GG CG CG' 9'o BARS # REMITTANCE COPY Please return this page with your payment (206)292-9988 91-1155124 LAW OFFICES BETTS, PATTERSON & MINES, P.S. ONE CONVENTION PLACE, SUITE 1400 701 PIKE STREET SEATTLE,WASHINGTON 98101-3927 Ms. Shelly A.Badger November 25,2002 City Administrator Client/Matter No.5782.0002 City of Yelm Statement No.448573 105 Yelm Avenue West P.O.Box 479 Yelm WA 98597 RE: Markus Property/Railroad Crossing For PROFESSIONAL SERVICES rendered through October 31,2002: TIME DATE KEEPER HOURS DESCRIPTION AMOUNT 10/14/02 TK 0.50 Review e-mail received from S.Badger requesting 70.00 finalized copy of Markus Assignment Agreement. Review and edit Markus Assignment Agreement. Transmit said document to S.Badger via e-mail with instructions. 10/31/02 TK 0.20 Legal research and analysis concerning recording of 28.00 assignment/assumption/consent document. Draft and transmit e-mail to S.Badger regarding same. PROFESSIONAL SERVICES: $ 98.00 SERVICES SUMMARY TIME KEEPER NAME RATE HOURS AMOUNT TK Taro Kusunose 140.00 0.70 98.00 TOTAL FOR SERVICES .70 $98.00 STATEMENT TOTAL: $ 98.00 Page 1 of 1 Shelly Badger From: "Taro Kusunose" <tkusunose@bpmlaw.com> To: "Shelly A. Badger(E-mail)" <shelly@yelmtel.com> Cc: "Steve Day" <sday@bpm[aw.com> Sent: Monday, October 14, 2002 10:47 AM Attach: 162368v1.DOC Subject: Markus Crossing Assignment Notice: This is a confidential communication;it may also be privileged. If you are not the intended recipient,please advise the sender at(206)268-8646 and then immediately delete this communication,including any attachments,without reading or disclosing its contents. Thank you. Shelly: Per your email request of this morning, I have attached to this, the Assignment, Assumption and Consent Agreement, a draft of which was earlier faxed to you on August 8, 2002. The Agreement is substantively unchanged from the faxed document; I have however, added some notes to you to give you guidance in filling in some of the blanks. In order to fill in the blanks, you will need to obtain the following information: 1) Patricia Paisley and Lewis Markus' address; 2) The name and address of the assignee [the person buying the Markus property]; 3) The name and position (title) of the person who will be signing the Agreement on behalf of City. Please also attach to the Agreement as Exhibit "A," a copy of the June 16, 1986 Private Roadway and Crossing Agreement between BNSF and Paisley/Markus. Let us know if you have any questions or concerns. Taro Taro Kusunose Attorney Betts,Patterson&Mines,P.S. Seattle,Washington USA (206)268-8646[direct-dial] For additional information,please visit: www.bpm[aw.com 10/14/2002 U \� ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT("Agreement") is entered into this day of , 2002,by and between The City of Yelm, a municipality in the State of Washington(hereinafter"City"), Lewis H. Markus whose address is 17300 Briar St. SE, Yelm, WA 98597 (hereinafter collectively"Assignor"); and David Hart, whose address is ("Assignee"). WHEREAS the Burlington Northern and Santa Fe Railway Company(flca Burlington Northern Railroad Company; flca Burlington Northern, Inc.) ("BNSF")and Assignor entered into that certain Private Roadway and Crossing Agreement dated June 16, 1986 (the"Crossing Agreement") (attached hereto as Exhibit A),with respect to that private road and cattle pass crossing, hereinafter sometimes jointly referred to as the"Roadway,"and sometimes referred to as the"Crossing" located between concrete 4 &5 beneath"Railroad's"Bridge 22.1 over the Nisclually River, at or near YELM, County of Thurston, Washington; and WHEREAS on November 16, 2000, BNSF and the City entered into an Agreement for Donation of Certain Assets, Rights and Obligations of The Burlington Northern and Santa Fe Railway Company to City of Yelm wherein the Crossing Agreement was assigned by BNSF to City; and WHEREAS Assignor now desires to sell to Assignee certain real property accessible via the Crossing; NOW, THEREFORE,the parties for good and valuable consideration, the receipt of which is hereby acknowledged, agree as follows: WITNESSETH: Assignor desires to assign its entire interest in, and all of its rights and obligations under the Crossing Agreement to Assignee, and Assignee desires to assume Assignor's entire interest in, and all of Assignor's rights and obligations under,the Crossing Agreement; and City desires to consent to said assignment/assumption. NOW THEREFORE, in consideration of the foregoing and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor, Assignee and City agree as follows: 1. Assignor assigns to Assignee, as of , 2002, all of Assignor's right,title and interest in and to the Crossing Agreement. 2. Assignee hereby assumes the Crossing Agreement as of , 2002, and will perform and observe all of the terms and conditions therein contained on Assignor's part to be performed and observed. 162368/101502 1207/99980072 3. City consents to the aforesaid assignment and assumption of the Crossing Agreement upon the express condition that no further assignment of the Crossing Agreement shall hereinafter be made without prior written consent of City. City's consent to this Assignment does not waive any existing default by Assignor and City expressly reserves any and all rights it may have with respect to any existing or future default under the Crossing Agreement. 4. This Assignment may not be changed, modified, discharged or terminated orally or in any manner other than by an agreement in writing signed by the parties hereto or their respective successors and assigns. This Assignment constitutes the entire agreement of the parties hereto relating to the subject matter hereof. 5. Assignor represents that it is not in default under the Crossing Agreement,that Assignor has not previously assigned its right,title, obligations and interest under the Crossing Agreement,that Assignor has full and lawful authority to assign the Crossing Agreement, and that City is not in default under the Crossing Agreement. Assignor hereby acknowledges that the Crossing Agreement is in full force and effect and has not been amended. Assignee represents that it has full and lawful authority to assume the Crossing Agreement and that the City is not in default under the Crossing Agreement. 6. Assignor and Assignee agree that neither the Crossing Agreement nor this Agreement may be assigned to any other party and any such assignment shall be void. 7. This Agreement shall be governed and construed according to the laws of the State of Washington. City, Assignor and Assignee consent to jurisdiction and venue in any court situated in the County of King, State of Washington, to resolve any dispute arising out of or related to this Assignment. 8. In the event of any litigation arising out of or in connection with this Agreement, the prevailing party shall be awarded reasonable attorneys' fees, costs and expenses. 9. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall be taken to be one and the same instrument, for the same effect as if all of the parties hereto had signed the same signature page. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signature thereon and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written. (Signatures on following page) - 2 - 162368/101502 1207/99980072 ASSIGNOR: Lewis H. Markus ASSIGNEE: David Hart CITY: The City of Yelm, Washington By: Shelly A. Badger Its: City Administrator - 3 - 162368/101502 1207/99980072 STATE OF WASHINGTON ) ss. COUNTY OF THURSTON ) On this day of , 2002, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Lewis H. Markus,to me known to be the individual who executed the foregoing instrument, and acknowledged the signing of said instrument to be his free and voluntary act, for the uses and purposes therein mentioned. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public in and for the State of Washington Printed Name: My appointment expires: - 4- 162368/1015021207/99980072 STATE OF WASHINGTON ) ss. COUNTY OF THURSTON ) On this day of , 2002, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared David Hart,to me known to be the individual who executed the foregoing instrument, and acknowledged the signing of said instrument to be his free and voluntary act, for the uses and purposes therein mentioned. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public in and for the State of Washington Printed Name: My appointment expires: STATE OF WASHINGTON ) ss. COUNTY OF THURSTON ) On this �day of QC7�'V&r , 2002, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Shelly A. Badger,to me known to be the City Administrator of the City of Yelm, a municipal corporation in the State of Washington, and acknowledged the signing of said instrument to be her free and voluntary act on behalf of the City of Yelm, for the uses and purposes therein mentioned. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. tary Public in and for the ate of Washington Printed Name: t/ N/NL sCf1 N%-OF • My appointment expires: U AVEsL�C > F O .. F WASH - 5 - 162368/101502 1207/99980072 AGREEMENT made this 16th day of JUNE , 1986, between BURLINGTON NORTHERN RAILROAD COMPANY ormerly BURLINGTON NO TREW, INC. ) , a Delaware corporation, hereinafter called "Railroad" , whose post office address is 2000 First Interstate Center, 999 Third Avenue, Seattle, Washington 98104-1105, and PATRICIA ANN PAISLEY and LEWIS H. MARKUS, whose post office address is P.O. Box 778, Yelm, WA 98597, hereinafter called "Permittee" , WITNESSETH: WHEREAS, Permittee desires for Permittee' s use and maintenance upon the right-of-way of Railroad of a private road and cattle pass crossing, hereinafter sometimes jointly referred to as the "roadway" , and sometimes referred to as the "crossing" , located between concrete 4 & 5 beneath ' Railroad's ' Bridge 22. 1 over the Nis uall River, at or near YELM, County of Thurston, Washin ton , as shown highlighted upon t e plan which i-s-a-Tt—a-clied hereto and made a part hereof, marked Exhibit "A" dated 11/18/71, and Railroad agrees to the maintenance thereof and the use thereof by Permittee upon the following terms and conditions: 1. Permittee shall , at THEIR own cost and expense, maintain the roadway approaches and drainage facilities. Permittee shall , at THEIR own cost and expense, obtain and furnish to Railroad a policy of Public Liability and Property Damage Insurance as set out in Addendum attached hereto and made a part hereof. Railroad shall maintain said crossing at Permittee' s cost and expense. 2. Permittee shall , upon execution hereof, pay to Railroad for the license and permission hereby granted the sum of TWENTY FIVE DOLLARS ($25.00) for the five-year period commencing as of the date first hereinabove written. Permittee hereby agrees to pay Railroad' s standard license and permission charge as may be in effect from time to time for periods subsequent to such initial five-year period. 3. Permittee shall pay to Railroad from time to time the cost of the maintenance, additions and betterments done by Railroad herein agreed to be borne by Permittee, within twenty (20) days after bills are rendered therefor. 4. Should the right-of-way be now or hereafter fenced at the location described, Permittee shall construct, maintain, and keep repaired at Permittee' s expense, farm crossing gates in a manner satisfactory to the Division Superintendent of Railroad, and said gates shall be kept closed, except when necessary to be open for travel . Permittee agrees to assume all damages of every kind whatsoever resulting from Permittee's failure to keep gates closed, or for failure to keep the same in proper repair, as agreed in this paragraph. 5. Permittee shall at all times keep the flangeways of said crossing free and clear of all snow, dirt or any other obstructions whatsoever which may accumulate by virtue of vehicles or farm machinery crossing thereover or other- wise. 6. Permittee shall not permit said crossing to be used as a public crossing nor shall Permittee authorize others to use said crossing without Railroad's written consent. Provided, however, written consent shall not ' be required for occasional guests of Permittee. Permittee further agrees that upon the lease, sale, devise or conveyance of the property being served by this crossing that the Permittee shall notify Railroad of such lease, sale, devise or conveyance and shall require that the lessee, grantee, receiver or purchaser make application for a private crossing with Railroad. 9. Permittee shall and hereby does release and discharge Railroad of and from any and all liability for damage to or destruction of the said roadway, or any property of Permittee thereon; and shall and hereby does assume any and all liability for injury to or death of persons , or loss of or damage to property in any manner arising from or during the use, maintenance, repair or removal of said roadway, however such injury, death , loss, damage or destruction aforesaid may occur or be caused; and shall and hereby does indemnify and save harmless Railroad of and from any and all claims , demands, suits, actions, damages , recoveries, judgments, costs or expenses arising or growing out of or in connection with any such injury, death, loss, damage or destruction aforesaid. Permittee further agrees to appear and defend in the name of Railroad any suits or actions at law brought against it on account of any such personal injuries, death or damage to property, and to pay and satisfy any final judgment that may be rendered against the Railroad in any such suit or action. The liability assumed by Permittee herein shall not be affected or diminished by the fact, if it be a fact, that any such suit or action brought against Railroad may arise out of negligence of Railroad, its officers , agents, servants or employees, or be contributed to by such negligence, except to the extent that the liability assumed may be prohibited by law. Notwithstanding the foregoing, nothing herein contained is to be construed as an in emni f ication against t e sole negligence of Railroad, its officers, employees or agents. 10. It is agreed that the provisions of paragraph 9 are for the equal protection of any other railroad company or companies, including National Railroad Passenger Corporation (Amtrak) , heretofore or hereafter granted the joint use of Railroad's property, of which said premises are a part. 11. In the event Railroad shall require the use of its premises occupied by the said roadway or any part thereof for any purpose whatsoever, or if Permittee shall fail to keep and perform any of the terms and conditions of this agreement herein agreed by Permittee to be kept and performed, Railroad shall have the right to terminate this agreement at any time upon giving to Permittee thirty (30) days ' written notice of its intention so to do and shall , upon expiration of said thirty (30) days , have the right to remove said crossing and barricade said roadway at the cost and expense of Permittee. Said notice shall be good if served personally upon Permittee or posted upon the premises or deposited postpaid in a United States Post Office, addressed to Permittee at Permittee' s post office address above stated. No portion of any payments made hereunder will be refunded upon termination of this agreement. 12. Permittee shall not assign or transfer this agreement without first having obtained the written consent of Railroad. 13. This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective executors, administrators , successors and assigns. 14. Nothing herein contained shall imply or import a covenant on the part of Railroad for quiet enjoyment. ILQ S-1 s D v s oK Engineer Witnesses in presence of: PATRICIA ANN PAISLEY and LEWI H. MARKUS The Permittee shall procure and keep in full force and ettect curing the term of Permit No. CX86-16044 a policy of Public Liability and Property Damage Liability Insurance as herein provided, or certificate with respect thereto, together with a Contractual Liability Endorsement attached thereto, under the terms of which the insuring agreements of the policy are extended to cover the liability assumed by the Permittee hereunder. The form of said Endorsement is hereto attached, marked Exhibit "B". The Permittee shall carry regular Public Liability Insurance for all damages arising from bodily injuries to or death of one or more persons and regular Property Damage Liability Insurance for all damages to or destruction of property during the policy period. Said insurance shall provide for a combined single limit of Five Hundred Thousand Dollars ($500,000). Such policy or certificate with respect thereto, together with said Con- tractual Liability Endorsement attached thereto, shall be submitted to the Railroad for approval as to the insurance company writing same, the amount and the form, and, upon approval and prior to commencement of any work to be per- formed under this agreement, the Permittee shall deposit the same with the Railroad. It is understood that said insurance policies shall be so written that no insurance company shall have any recourse against the Railroad, by way of subrogation or otherwise, for any loss covered by or paid or payable under said policies. I� zoo' zoo' A 00 0 z ' to IZzo , o ' C \ • � � ; -L- -- -- -I- IZ16 + 82`3 R � I . N 1 0 c •I � R N. Sh��-inAn L-:Q� • I� Pd•r�'vr�'t 1 i�r: Z15+50. yo Ij+I j'1 SaccrP.G- RH.Sh iina� C-I05,3y3 12+ r Z ZtriSFERRED TO: ISo'P.GTr cia n Paisley $ Lewis H. iarkus , CX86-16044 June 1 1986 _ `• ctr pier �• II}Ij5 ' -�°• �_ 150'P.C.S� W � rr 210 ---1209 t 62.5 PT, Q5' DP 4 42 ' ChdS• r 1. 40 1207 9a•5 PC� _ / . //. i N - P. C. - Z-� 51.1 a - 4�'- Chdt. 40__ - v �'12O4 N ' \ 1 \ �' �. it LASH E R HOLZAPFEL PRACTICE AREAS SPERRY & EBBERSON PLLC Lasher Holzapfel Sperry&Ebberson,P.L.L.C.,provides litigation and business advice in the following practice areas: CORPORATE AND BUSINESS residential and commercial developments, shopping malls, office building developments, option agreements, joint Our business attorneys are committed to helping you venture agreements, build-to-suit agreements, leases, accomplish your business and legal objectives efficiently. easements, licenses, restrictive covenants, condominiums, Lasher Holzapfel Sperry& Ebberson has substantial and purchase financing documentation. experience in working with privately held businesses in handling mergers, banking matters, acquisitions, PENSION AND EMPLOYEE BENEFIT PLANS AND recapitalizations, and liquidations. We have also ADMINISTRATION extensively participated in negotiating and drafting purchase and sale agreements,and in forming corporations Our services relating to executive compensation and other and partnerships. Our goal is to minimize your tax liability employee benefit packages are tailored to your needs. and at the same time prevent future legal problems. We Examples include qualified retirement planning, stock have litigators experienced in all areas of the firm's options, stock appreciation rights, nonqualified deferred practice as well as construction, partnership and personal compensation planning, phantom stock rights, and injury litigation. employment agreement negotiations and preparation. We represent hundreds of sponsors of qualified retirement COMMERCIAL LITIGATION plans. We can advise and guide you from the process of plan selection through administration and follow-up. Litigation has become a cost of doing business. Even the best financial plan can be jeopardized when as a business MANAGEMENT AND EMPLOYEE RELATIONS or individual you must defend yourself against a lawsuit or consider initiating legal action. Our trial attorneys are well Today's management requires sophisticated legal counsel qualified to provide counsel on the merits of initiating legal and up-to-date employee relations policies to control the action, the strategies for defending a lawsuit, and the direction of their businesses. Whether you need advice or structure of creative settlements or mediation. assistance in discrimination cases,wage or union disputes, or on controversial issues such as AIDS,drug testing or lie TAX LAW detector tests,we can meet your needs. Taxes affect almost every area of legal practice. Our FAMILY LAW experienced and qualified tax team provides advice and representation for both state and federal tax matters. Our Our objective in the practice of family law is to protect and work includes tax analysis and planning of business support our client in a time of personal crisis while transactions, tax audits, shelters, penalties, and tax fulfilling their legal needs. We have four attorneys who planning for individuals,executives and corporations. devote a substantial part of their practice to family law matters. Our firm's business and tax expertise enables us BANKRUPTCY AND CREDITORS'RIGHTS to provide specialized representation in cases involving substantial business or other assets. Our practice includes The firm represents a broad range of individuals, marital dissolutions, property division, child custody and businesses, corporations, limited and general partnerships, parenting plans, child support, spousal maintenance or and Chapter 7 and 11 trustees and creditors' committees in alimony,post-trial modifications,and adoptions. bankruptcy or reorganization proceedings. We have also represented banks, commercial and consumer lenders, ESTATE PLANNING AND PROBATE agencies of the Federal government, bonding companies, construction materials suppliers, contractors and We offer complete estate planning and probate subcontractors, manufacturing and service businesses, law administration that is integrated with business planning, firms,and a variety of real estate related businesses. personal financial planning and retirement planning. Consideration is given to income and estate taxes, family REAL ESTATE partnerships,guardianships for minor children,trusts,gifts, and charitable objectives. Our experience includes drafting All businesses either own or lease real estate for their wills, probating estates, analyzing and providing for business locations. Investors frequently look to real estate guardianships, planning for taxes, and utilizing various as a secure and profitable investment. We have experience types of trusts. We have worked with the trust departments in a broad range of real estate transactions, including of virtually all of the major banks in Seattle. • T Betts Patterson Mines A T T O R N E Y S JUN 2 2 2005 Taro Kusunose tkusunose®bpmlaw.com June 20,2005 Ms. Shelly Badger City Administrator City of Yelm 105 Yelm Avenue West P.O. Box 479 Yelm, Washington 98597 Re: Transfer/Release of Files Dear Shelly: Here is the follow-up to my recent telephone call. As you are aware, Steve Day recently left private practice. I regret having to bombard you with this sort of information,but on July 1, 2005, I will be joining the law firm of Lasher Holzapfel Sperry& Ebberson, PLLC 2600 Two Union Square 601 Union Street Seattle,Washington 98101-4000 Tel: (206) 624-1230 Fax: (206) 340-2563 www.lasher.com I will remain at Betts,Patterson&Mines through June 23, 2005. I spoke to Steve Day, who suggested that I contact you regarding having the City's rail files transition over with me, as there will be no one left at Betts who is familiar with rail issues. My new firm is encouraging me to continue my rail practice,which I fully intend to do. I also intend to stay in close touch with Steve Day,who has been, and continues to be,my mentor in all rail matters. 264394/062005 2346/99980091 One Convention Place Suite 1400.701 Pike Street Seattle WA•98101-3927 www.bpmlaw.com.206.292.9988.fax 206.343.7053 Ms. Shelly Badger June 20, 2005 Page 2 I have enclosed with this letter a release. At your earliest convenience,please let us know what the City would like Betts Patterson to do with its rail files,by completing and faxing the release to the two fax numbers listed on the release. Note that you can choose to have the City's rail files remain at Betts indefinitely, if that is what the City chooses. Please do not hesitate to contact me with any questions or concerns. Thanks Shelly. Very truly yours, T� Taro Kusunose TK:tk Enclosure 264394/062005 2348/99980091 Please fax to: 1) BETTS, PATTERSON & MINES, P.S. at (206) 343-7053 (Attn: Jeff Kerneen) -and- 2) LASHER HOLZAPFEL SPERRY & EBBERSON, PLLC at (206) 340-2563 AUTHORIZATION AND RELEASE REGARDING TRANSFER OF FILES I, the City of Yelm (Client), authorize Betts, Patterson & Mines, P.S. to transfer any and all files (including electronic files or versions), documents (including originals and copies), and materials in its possession related to work presently being done on the matters referenced below to Taro Kusunose together with such files and materials which pertain to the undersigned and may have originated with other law firms. I hereby release Betts, Patterson & Mines, P.S. and its attorneys from any and all liability attached to or arising from the release of these files. File Number(s): 5782.0001; 5782.0002; 5782.0003 Matter Description: Purchase of BNSF Branch; Markus Property/Railroad Crossing; Miles Crossing; respectively Dated this day of )4,�ti , 2005. 1 eV�YI Client L If your file(s) is (are) not be delivered nor retained by Betts, Patterson & Mines, P.S., please indicate your instructions by checking the appropriate line, below. Please send my file(s) to me at: , Please have my file(s) destroyed 264393/062005 2346/99980091 - ��C� 0% TIIF _ FAx TRANSMISSION CITY OF YELM - 1'ELM PO BOX 479 - 105 YELM AVL W W ASHNGiON YELM WA 98597 360-458-3244 FAX: 360-458-4348 D-S To: W l Fax 9:� Pages:g mel duig this cover sheet_ From: Subject: �J CONIT,,IENTS: " If you do not receive all copies or any copy is not legible, please call (360) 458-3244 as soon as possible. dtk V11ii,c\lonnt�lar 1 eF TNF F.A. : TRANSMISSION CITY OF YELAI PO BOX 479 - 105 YELM AVE W YELM WAS" GION YELM WA 98597 360-458-3244 FAX: 360-458-4348 76 To: / /,, Date: Fax 000(n 3 q6 -a5('e � Pages: includin g this cover s beet_ From: cL/Gt/t/l � C Subject: CONWENTS: `* 1f you do not receive all copies or any copy is not legible, please call (360) 458-3244 as soon as possible. d�/t bfl�cx\Icnm�V�r 1 TRANSMISSION VERIFICATION REPORT TIME 07/01/2005 16: 13 DATE DIME 07/01 16:12 FAX ND. /NAME 12063437053 DURATION 00:00:32 PAGE{S} 02 RESULT OK MODE STANDARD ECM TRANSMISSION VERIFICATION REPORT TIME 07/01/2005 16:14 DATE,TIME 07/01 16:14 FAX N0./NAME 12063402563 DURATION 00:00:31 PAGE(S) 02 RESULT OK MODE STANDARD ECM Message Page 1 of 1 Shelly Badger From: Shelly Badger Sent: Monday, July 11, 2005 4:36 PM To: 'Taro Kusunose' Subject: RE: Thanks for the update today. Thank you Taro, great to talk with you! Shelly Shelly Badger Yelm City Administrator shellyb_@ci.yelm.wa.us P.O. Box 479 Yelm, WA 98597 360-458-8405 -----Original Message----- From: Taro Kusunose [mailto:kusunose@lasher.com] Sent: Monday, July 11, 2005 3:28 PM To: Shelly Badger Subject: Thanks for the update today. Shelly: Here is all of my contact information, so we can communicate via email if need be. Rest that voice! Taro Taro Kusunose, Esq. Lasher Holzapfel Sperry& Ebberson, PLLC 2600 Two Union Square 601 Union Street Seattle, Washington 98101-4000 USA (206)332-7551 Direct Dial (206)624-1230 Switchboard (206)340-2563 Fax kusunose@lasher.com For additional information on Taro Kusunose,visit: http://www.lashrr.com/attomeys detail.asp°id=66 For additional information on LHS&E,visit: www.lasher.com Notice: This is a privileged and confidential electronic transmission intended only for the individual/entity named. If you received this transmission in error,please delete it from your system without copying it,and notify the sender by reply e-mail or by calling(206)332-7551. Thank you. 7/11/2005 Betts Patterson Mines A T T O R N E Y S J U ! - 1 2005 Stephen L. Day entail: sday@bpmTaw.com May 27, 2005 Shelly Badger City of Yelm 105 Yelm Ave. W. P.O. Box 479 Yelm, WA 98597 Dear Shelly: After almost 10 years with Betts Patterson Mines and the last 4 years as President/CEO, I have accepted a new challenge. I am pleased to be joining American Fast Freight as their general counsel. While I am very excited about this exciting new opportunity, I leave behind many good friends at Betts Patterson&Mines. The transportation and logistics department I founded here is healthy and expanding under Steve Block's leadership. Dana Henderson has joined us bringing maritime and insurance coverage experience. Taro Kusunose continues to develop rail legal experience, having just concluded a small abandonment in Washington state. Mark Moburg has married his bankruptcy and creditor rights experience to a nodding acquaintance with warehousing, freight charges, cargo claims and collections. Maury Kroontje, Jody Reich and Andrea Holburn have general trucking liability and accident defense experience. Maury as defended a number of LTL cargo claims and Andrea has handled rail liability claims. All of these attorneys have some level of employment law experience relating to transportation, as well. Most difficult, however is that I will not enjoy the same relationship that I have had with my many clients. I have valued our relationship as does this firm. I hope that if you have legal /052705 0945/ One Convention Place Suite 1400.701 Pike Street Seattle WA•98101-3927 www.bpmlaw.com.206.292.9988.fax 206.343.7053 Shelly Badger May 27, 2005 Page 2 needs in the future or if we can provide assistance to you in any way that you call Steve Block (206) 268-8602. ry t ly yo s, Stephen L. Day SLD:sh cc: Taro Kusunose /052705 0945/ AUTHORIZATION FOR PROFESSIONAL SERVICES CLIENT: City of Yelm DATE: September 3,2002 ADDRESS: 105 Yelm Avenue West, P.O.Box 479,Yelm,WA 98597 The signing of this Authorization(Agreement)by CLIENT and David Evans and Associates, Inc. (DEA)authorizes DEA to carry out and complete the services as described below in consideration of the mutual covenants set forth below. 1. PROJECT: The services described below are to be provided by DEA in connection with a Project identified as follows: On-call Railroad Engineering Services 2. SCOPE OF SERVICES: DEA will perform the following services: See Attachment A 3. FEE FOR SERVICES: DEA's fee for services identified above shall be as indicated below following the checked boxes ❑ A retainer amount of $ payable at the time this Authorization is executed. This retainer amount shall apply to the fees due under this Agreement at the completion of the services provided by DEA. ❑ A fixed fee of$ ® A fee amount based on the attached Personnel Rates and Expenses-Attachment A. ❑ Other: 4. EXTRA SERVICES: DEA will also perform Extra Services (services not specified under Scope of Services), provided DEA and CLIENT have agreed in writing to the scope of and fee for such Extra Services. 5. ATTACHMENTS: The following documents which are attached to this Agreement are incorporated herein and by this reference made part hereof- E] Standard Provisions ❑ Special Public Contract Provisions ❑ Special Construction-Related Provisions ® Scope of Services and Rates-Attachment A ❑ Special Environmental Provisions ❑ Other: CLIENT and DEA acknowledge that they are in agreement with the terms and conditions as set forth in this Authorization. ACCEPTED FOR CLIENT: ACCEPTED FOR DEA: City of Yelm D DAVID EVAN7 ASSOCIATES, INC. BY C�Ct BY TITLE LIE I L13 i, V GI_fLTITLE Senior Associate/Project Manager DATE —Od- DATE BY TITLE Vice President DATE Rev.5/00 auth for prof svcs Yelm on call.doc Page 1 of 6 September 3,2002 STANDARD PROVISIONS: S-7. TIMELY REVIEW: CLIENT will examine DEA's studies, reports, proposals, and other related documents and render S-1. STANDARD OF CARE: Services provided by DEA under written decisions required by DEA in a timely manner. this Agreement will be performed in a manner consistent with that degree of care and skill ordinarily exercised by members S-8. PROMPT NOTICE: CLIENT will give prompt written of the same profession currently practicing under similar notice to DEA whenever CLIENT observes or becomes circumstances. DEA makes no warranties, expressed or aware of any development that affects the scope or timing of implied, under this Agreement or otherwise, in connection the Scope of Services,or of any defect or nonconformance in with DEA's services. the work of DEA. S-2. TIME PERIOD FOR PERFORMANCE OF SERVICES: S-9. CLIENT'S PERSONNEL: CLIENT will be responsible for DEA will commence its services within 14 days of receipt by all acts of CLIENTS personnel. DEA will be responsible for DEA of the executed Agreement. DEA will perform its all acts of DEA's personnel. services in a diligent manner. DEA is not responsible for delays caused by factors beyond DEA's reasonable control, S-10. ADVERTISEMENTS, PERMITS, ACCESS AND including but not limited to delays because of strikes, CONSENTS: Unless otherwise agreed to in the Scope of lockouts, work slowdowns or stoppages, accidents, acts of Services, CLIENT will obtain, arrange for, furnish, and pay God, failure of any governmental or regulatory authority to for advertisements for bids,permits and licenses required by act in a timely manner, failure of the CLIENT to furnish governmental authorities, land easements, rights-of-way and timely information or approve or disapprove of DEA's access, and such approvals and consents from others services promptly,or delays caused by faulty performance by necessary for DEA's services or Project construction. the CLIENT or by contractors of any level. When such delays beyond DEA's reasonable control occur,the rates and S-11. ACCESS TO FACILITIES AND PROPERTY: CLIENT amounts of compensation provided for in this Agreement shall arrange safe access to and make all provisions for DEA shall be subject to equitable adjustment. DEA shall not be in to enter upon public and private property and CLIENTS default of this Agreement nor shall it be liable for damages facilities as required for DEA's services; and CLIENT shall resulting from delays beyond its reasonable control. provide labor and safety equipment as required by DEA for such access. CLIENT will also perform, at no cost to DEA, S-3. TIMES OF PAYMENTS: The unbilled portion of services such tests of equipment, machinery, pipelines, and other will be invoiced on or about the tenth day of the month for components of the CLIENT's facilities as may be required in the portion of services actually completed. CLIENT agrees connection with DEA's services,unless otherwise agreed. to pay the invoiced amounts within 30 days of the date on the invoice. Any payment not received by DEA within said 30 S-12. HEALTH AND SAFETY: DEA shall not be responsible days shall be considered delinquent. CLIENT agrees to pay for the means, methods, techniques, sequences, precautions, monthly late charges on any delinquent payments at a rate of or procedures used by CLIENT, contractors, subconsultants, 1.5%per month(or the maximum rate allowed by law if less) or others to ensure the health and safety of CLIENT, for each month from the date of invoice. Payments will be contractors,subconsultants or others. Further,CLIENT shall credited first to interest and then to principal. provide a safe and healthy environment for DEA personnel working at the project site in accordance with state and S-4. RIGHT TO SUSPEND SERVICES: In the event any federal occupational safety and health guidelines. payment due DEA under the terms of this Agreement is delinquent, DEA may, at CLIENT's sole risk and without S-13. LITIGATION ASSISTANCE: The Scope of Services does liability or legal exposure to DEA or to DEA's not include the services of DEA for required or requested subconsultants, suspend all services until all payment assistance to support, prepare, document, bring, defend, or delinquencies have been remedied. In the event that payment assist in litigation undertaken or defended by CLIENT. All is delinquent more than 60 days,CLIENT shall be considered such services required or requested of DEA by CLIENT, in material breach of this Agreement and DEA may, at except for suits or claims between the parties to this DEA's sole discretion, terminate this Agreement after 14 Agreement,will be Extra Services. days written notice to CLIENT. S-14. NOTICE OF VIOLATIONS: CLIENT shall promptly S-5. PAYMENTS IN EVENT OF TERMINATION: In the notify DEA in writing if a)CLIENT becomes aware of or is event this Agreement is terminated, DEA will be notified of a violation of any law, regulation, permit or compensated for all services performed and expenses license which relates to this Project; b) proceedings are incurred under this Agreement together with all costs arising commenced which could lead to revocation of permits or out of such termination. licenses which relate to the Project; c) permits, licenses, or other governmental authorizations relating to the Project are S-6. FURNISHED DATA: CLIENT will provide to DEA all revoked; d) litigation is commenced against CLIENT which data in its possession, including,but not limited to,previous could affect DEA or the Project; or e) CLIENT becomes reports, maps, surveys, borings, and other information aware that its equipment or facilities related to the Project are relating to DEA's Scope of Services. CLIENT will clearly not in compliance with applicable laws,regulations,permits, delineate the boundary of the area(s) that comprise the or licenses. Project. DEA may reasonably rely upon the accuracy of the information provided by CLIENT. Rev. 5/00 auth for prof svcs Yelm on call.doc Page 2 of 6 September 3,2002 S-15. OPINIONS OF COST, FINANCIAL 5-20. CHANGES IN SCOPE OF SERVICES: In the event CONSIDERATIONS, AND SCHEDULES: In providing changes in the Scope of Services are needed which cannot be opinions of probable cost, financial analysis, economic considered as Extra Services, CLIENT and DEA shall,upon feasibility projections, and schedules for the Project, DEA mutual agreement,execute an amendment to this Agreement. has no control over the cost of labor,materials,equipment,or Said amendment shall identify the changes to the Scope of services furnished by others; or over the Contractor's Services and any change in fee amount resulting therefrom. methods of determining prices over competitive bidding or DEA shall not be required to implement said changes in over market conditions; unknown or latent conditions of scope until the amendment is fully executed. Neither DEA existing equipment or structures that may affect operation or nor client shall unreasonably withhold its execution of any maintenance costs, competitive bidding procedures and proposed contract amendment. market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating 5-21. SUSPENSION OF SERVICES: DEA will, upon 14 days personnel; and other economic and operational factors that written notice from CLIENT, suspend, delay,or interrupt all may materially affect the ultimate Project costs or schedule. or a part of the Scope of Services. In such event, DEA will Therefore,DEA makes no warranty that the CLIENTs actual resume the Scope of Services within 14 days of receiving Project costs, financial aspects, economic feasibility, or written notice from CLIENT. Said written notice shall schedules will not vary from DEA's opinions, analyses, contain an extension of time and an adjustment in projections, or estimates. If CLIENT wishes greater compensation,both of which will be mutually agreed upon. assurance as to any element of cost, feasibility, or schedule, CLIENT will employ an independent cost estimator, S-22. DELAYS AND CONTRACT ADJUSTMENT: If DEA is contractor,or other appropriate advisor. delayed in the progress of the Scope of Services by any act or neglect of CLIENT, or by any separate contractor employed S-16. LAWS NOW IN EFFECT: DEA has based the schedule, by CLIENT, or by other factors beyond DEA's reasonable fees, estimates of costs for services furnished by others, and control, including but not limited to delays such as those costs of materials and equipment on the laws, rules and listed in paragraph S-2, Time Period for Performance of regulations, now in effect. Any change of relevant laws, Services, DEA will give notice to CLIENT of the cause of rules or regulations,including laws relating to taxes and fees, the potential delay and estimate the possible time and/or enacted after this contract is executed may affect the final compensation adjustment involved. After the cause of delay cost, schedule or feasibility of the Project. DEA shall be has been remedied, DEA will give notice to CLIENT of any entitled to reasonable adjustment to the Project schedule and actual time or compensation adjustment requested as a result additional compensation for costs and fees as necessary to of the aforementioned occurrence. CLIENT and DEA will comply with the change of relevant laws,rules or regulations. mutually resolve the request for compensation adjustment. 5-17. DEA CERTIFICATION: DEA shall not be required to S-23. MEDIATION: CLIENT and DEA agree that all disputes sign any documents, no matter by whom requested, that (except actions for collection)between them arising out of or would result in DEA having to certify, guarantee or warrant relating to this Agreement shall be submitted to mediation. the existence of conditions whose existence DEA cannot ascertain. CLIENT agrees not to make resolution of any The CLIENT and DEA further agree to include a similar dispute with DEA or payment of any amount due to DEA in mediation provision in all agreements with other contractors any way contingent upon DEA signing any such certificate. and consultants retained for the project and to require all other independent contractors and consultants also to include S-18. INSTRUMENTS OF SERVICE: All reports, plans, a similar mediation provision in all agreements with specifications, field data and notes and other documents, subcontractors, subconsultants, suppliers or fabricators whether in hardcopy or in electronic form, including but not retained by them, thereby providing for mediation as the limited to software, e-mail or internet transfers, prepared by primary method for dispute resolution between the parties to DEA or DEA's subconsultants, are instruments of those agreements. professional service and are not products. In a discrepancy between a hardcopy document and electronic media, the S-24. TERMINATION: This Agreement may be terminated upon hardcopy document shall govern. 14 days' written notice should the non-terminating party substantially fail to perform in accordance with its terms 5-19. DEA RETAINS OWNERSHIP OF DOCUMENTS: DEA through no fault of the party initiating the termination. shall retain ownership of all instruments of professional service, whether in electronic media form or otherwise, and S-25. GOVERNING LAW AND JURISDICTION: This whether or not the project is completed. CLIENT agrees that Agreement shall be interpreted, construed, governed and any copies provided to CLIENT by DEA are only for enforced in accordance with and under the laws of the State convenience and are not intended or represented to be of Washington, without regard to the principles of conflicts suitable for reuse by CLIENT or others. Any reuse, change of law. Any case, controversy, suit action, mediation, or or alteration is not permitted without written verification or proceeding arising out of, in connection with, or related to adaptation by DEA. Any such verification or adaptation will this Agreement shall be brought in the State of Washington. entitle DEA to further compensation at rates to be agreed The undersigned expressly consents to the personal upon by CLIENT and DEA. CLIENT shall indemnify and jurisdiction in the State of Washington. The above hold harmless DEA and DEA's subconsultants from all referenced jurisdiction agreement does not apply to disputes claims, damages, losses and expenses including attorney's involving liens on real property. Such disputes may be fees arising out of any unauthorized use of any instruments of adjudicated in the state in which the real property is located. professional service. Rev. 5/00 auth for prof svcs Yelm on call.doc Page 3 of 6 September 3, 2002 S-26. ATTORNEY'S FEES AND EXPENSES: In the event a 5-30. LIMITATION OF LIABILITY: IN RECOGNITION OF suit or action is instituted to enforce any of the terms or THE RELATIVE RISKS AND BENEFITS OF THE conditions of this Agreement,the losing party shall pay to the PROJECT TO BOTH CLIENT AND DEA,THE RISKS prevailing party, in addition to the costs and disbursements HAVE BEEN ALLOCATED SUCH THAT CLIENT allowed by statutes, such sum as the court may adjudge AGREES, TO THE FULLEST EXTENT PERMITTED reasonable as attorney's fees in such suit or action, in both BY LAW,TO LIMIT THE LIABILITY OF DEA AND trial court and appellate courts. In the event this Agreement DEA'S SUBCONSULTANTS TO CLIENT AND TO should be referred to an attorney at law for collection, ALL CONSTRUCTION CONTRACTORS AND CLIENT agrees to pay such reasonable attorney's fees as SUBCONTRACTORS ON THE PROJECT FOR ANY DEA may incur to any attorney in the collection hereof or AND ALL CLAIMS, LOSSES, COSTS, DAMAGES OF any part hereof even if no suit or action be instituted herein. ANY NATURE WHATSOEVER OR CLAIMS EXPENSES FROM ANY CAUSE OR CAUSES, SO S-27. INTERPRETATION: Limitations of liability and THAT THE TOTAL AGGREGATE LIABILITY OF indemnities in this Agreement are business understandings DEA AND ITS SUBCONSULTANTS TO ALL THOSE between the parties and will apply to all the different theories NAMED SHALL NOT EXCEED $10,000.00. SUCH of recovery, including breach of contract or warranty, tort CLAIMS AND CAUSES INCLUDE, BUT ARE NOT including negligence,strict or statutory liability,or any other LIMITED TO NEGLIGENCE, PROFESSIONAL cause of action, except for willful misconduct or gross ERRORS OR OMISSIONS, STRICT LIABILITY, negligence under limitations of liability and sole negligence BREACH OF CONTRACT OR WARRANTY. under indemnification. Parties mean CLIENT and DEA and their officers, employees, agents, affiliates, and DEA and CLIENT have carefully considered and subcontractors. The parties also agree that the CLIENT will actually negotiated the limitation of liability, and as a not seek damages in excess of the limitations indirectly result, DEA and CLIENT expressly consent to the through suits with other parties who may join DEA as a third- limitation of liability listed above. party defendant. Initials of Parties: S-28. INDEMNIFICATIONS: To the fullest extent permitted by law, DEA agrees to indemnify CLIENT from any claims, S-31. SUCCESSOR INTERESTS: The covenants, conditions damages, losses and costs arising out of claims by third and terms of this Agreement shall extend to and be binding parties for property damage and bodily injury, including upon and inure to the benefit of the heirs, personal death,and caused solely by the negligent acts or omissions of representatives and assigns of the parties hereto. DEA, its employees, affiliated corporations, officers, and subcontractors in connection with the Project. S-32. NO THIRD-PARTY BENEFICIARIES: This Agreement gives no rights or benefits to anyone other than CLIENT and To the fullest extent permitted by law, CLIENT agrees to DEA and has no third-party beneficiaries. indemnify DEA from any claims, damages, losses and costs arising out of claims by third parties for property damage and 5-33. ASSIGNMENT: Neither DEA nor CLIENT shall transfer, bodily injury, including death, and caused solely by the sublet or assign any rights under or interest in this Agreement negligent acts or omissions of the CLIENT,its employees,or (including but not limited to rights of action,monies that are agents in connection with the Project. due or monies that may be due) without the prior written consent of the other party. DEA may,however,employ any If the negligent act or omission of both DEA and CLIENT(or other party or entity it deems necessary or proper for any part a person identified above for whom each is liable)is a cause of the services required to be performed by DEA under the of such damage or injury, the loss, cost,or expense shall be terms of this Agreement. shared between DEA and CLIENT in proportion to their relative degrees of negligence. S-34. WAIVER: No waiver of a breach of any covenant, term or condition of this Agreement shall be a waiver of any other or To the fullest extent permitted by law, CLIENT agrees to subsequent breach of the same or any other covenant,term or indemnify DEA from any claims, damages, losses and costs, condition or a waiver of the covenant, term or condition including attorney's fees and litigation expenses, arising out itself. of claims for liability sought under CERCLA,RCRA or other environmental laws, or relating to the presence, discharge, 5-35. SEVERABILITY AND SURVIVAL: If any of the release, or escape of Hazardous Substances, contaminants, provisions contained in this Agreement are held for any asbestos or other Pollutants on or from the Project. This does reason to be invalid, illegal,or unenforceable in any respect, not obligate CLIENT to indemnify DEA for the such invalidity, illegality, or unenforceability will not affect consequences of DEA's own negligence or willful any other provision, and this Agreement will be construed as misconduct. if such invalid, illegal, or unenforceable provision had never been contained herein. S-29. CONSEQUENTIAL DAMAGES: In no event will DEA,its affiliated corporations,officers,employees,or subcontractors 5-36. TIME LIMITS FOR CLAIMS: Any claim brought by be liable for special,indirect, or consequential damages; and CLIENT against DEA must be filed no later than one year in order to protect DEA against indirect liability or third- after the date of substantial completion of DEA's services or party proceedings, CLIENT will indemnify DEA for any the expiration of the appropriate statute of limitations, such loss or damage. whichever is earlier. Rev.5/00 auth for prof svcs Yelm on call.doc Page 4 of 6 September 3,2002 rte;Rai�iivc RR Name Yelm Roy Prairie Line - YRPL (079) Contact Shelly A. Badger Title Yelm City Administrator NOV 1 2002 Division City of Yelm, Washington d/b/a Address 105 Yelm Avenue West P. O. Box 479 Yelm, WA 98597 Phone (360) 458-8405 Fax (360) 458-4348 Contact Title Division Address a til swe Phone Ext. Fax Responsible Area(s) 1 2 3 4 6 6 7 1 8 9 110111112113114115116117 118 19 Key to Responsible Areas: 1. Car Movement Records 8. Overcharge Claim Papers,Distributions 14.Switching Summaries&Statements 2. Collection of Freight Charges Statements,and Overcharge Claim Abstracts 15.Party to Trace for NPFC Forms 3. Demurrage 9. Payment of Company Freight Bills 16.Railway Acounting Rule 11 Contact 4. Deprived Revenue and (Company Material) 17.Misroutes(Prior to settlement) Misroute Claims 10.Rates 18.EDI transmissions 5. Divisions 11.Reconsignment and Diversion of Freight 19.Appeal Process(Rule 192)contact 6. Interline Freight Settlements 12.Refrigeration and Heater Charges 7. Original Government Bill of Lading 13.Request for Copy of Bill of Lading(Origin Agent) to be sent to: Directory of Freight Accounting Offices & Overcharge Claims Worksheet Page 1 S.Warren Alvis Manager,Railroad Clearinghouse &Collections November 4, 2002 RESPONSE REQUESTED TO: All United States, Canadian and Mexican Railroad Accounting Officers FROM: S. Warren Alvis` RE: Update of Freight Accounting Offices and Overcharge Claims Directory The purpose of this memo is to solicit your assistance in updating the information in the Directory of Freight Accounting Offices and Overcharge Claims (Directory). This publication is annually reissued at the request of the Revenue Systems Working Committee (RSWC) to indicate: (1) sources from which specific information may be obtained for use in the handling of all revenue and overcharge claim matters; and (2) the offices to whom revenue and overcharge documents should be forwarded. In order for the railroad industry to achieve its goal of continuous, seamless, error-free customer service, it is vital that carriers proactively know the correct person and office to contact to address revenue and/or overcharge claim issues. Accurate information in the Directory will help us achieve that goal and, consequently, the RSWC strongly encourages all railroads to be listed in the Directory. Please note that there is no charge associated with listing your carrier's work function contact(s) in the Directory. To facilitate the registration of your railroad, we have printed the information your carrier has on file with us. Please review the data and make any necessary corrections on the form. Even if the information is the same as last year, you are requested to respond. If available, please supply E-Mail addresses. Given the expanded use of facsimile services, provision of Fax numbers is also requested. Attached is a page which details each of the 19 work functions for which we need a contact. If you have received a totally blank form, this indicates that we currently have no information on your carrier and you will need to provide contacts for all 19 work functions. In order to facilitate the timely reissue of the Directory, we ask that you return (via Fax or mail) your completed form to Ms. Gina Forrest at Railinc by close of business, November 30, 2002. Gina can be reached at: 7001 WESTON PARKWAY, SUITE 200, CARY, NORTH CAROLINA 27513 - 919.651.5000 - FAX:919.651.5405 - www.railinc.com 1 Ms. Gina Forrest Administrative Assistant Railinc Business Services Division, Room 227C 7001 Weston Parkway Cary,North Carolina 27513 (919) 651-5015; Fax (919) 651-5115 If you have any questions,please do not hesitate to call me at(919) 651-5002. Attachments cc: Revenue Systems Working Committee John Carroll Gina Forrest DIRECTORY OF OFFICES TO BE ADDRESSED IN THE COURSE OF HANDLING ALL REVENUE AND OVERCHARGE MATTERS UNDER AAR FREIGHT AND OVERCHARGE RULES EXPLANATION OF WORK FUNCTIONS The following code numbers are used to indicate sources from which specific information may be obtained for use in the handling of all revenue and overcharge claim matters, and to indicate the offices to which revenue and overcharge information should be forwarded. 1. Car Movement Records 2. Collection of Freight Charges 3. Demurrage 4. Deprived Revenue and Misroute Claims 5. Divisions 6. Interline Freight Settlements 7. Original Government Bill of Lading to be Sent to: 8. Overcharge Claim Papers, Distribution Statements, and Overcharge Claim Abstracts 9. Payment of Company Freight Bills (Company Material) 10. Rates 11. Reconsignment and Diversion of Freight 12. Refrigeration and Heater Charges 13. Request for Copy of Bill of Lading (Origin Agent) 14. Switching Summaries & Statements 15. Party to Trace for NPFC Forms 16. Railway Accounting Rule 11 Contact 17. Misroutes (prior to settlement) 18. EDI transmissions 19. Appeal Process (Rule 192) contact S-37. ACCESS TO ACCOUNTING RECORDS: DEA will maintain accounting records, in accordance with generally accepted accounting principles and practices, to substantiate all invoiced amounts. These records will be available to CLIENT during DEA's normal business hours for a period of 1 year after DEA's final invoice for examination to the extent required to verify the direct costs (excluding established or standard allowances and rates) incurred hereunder. CLIENT may only audit accounting records applicable to a cost- reimbursable type compensation. S-38. ENTIRE AGREEMENT: This Agreement, including its attachments and schedules, constitutes the entire agreement between CLIENT and DEA and supersedes all prior or contemporaneous oral or written representations or agreements. This Agreement shall not be modified except with written documents signed by both parties. Rev. 5/00 auth for prof svcs Yelm on call.doc Page 5 of 6 September 3, 2002 ATTACHMENT A SCOPE OF SERVICES AND RATES CITY OF YELM ON-CALL RAILROAD ENGINEERING SERVICES SCOPE: The City of Yelm requires on-call railroad engineering and consulting services for various projects. From time to time the city will need outside technical expertise and assistance with concerns and issues related to public and private grade crossings; grade separations; track and structure repairs, upgrades and relocations; railroad operational issues; track engineering and design; project funding and grant applications; utility crossings and encroachments; and railroad relations and coordination. The purpose of this scope of services is for the city to be able to utilize the services of the Consultant on an as-needed, on-call basis to address these issues. Consultant tasks during the term of this agreement are anticipated to be varied and may include, but not be limited to the following: 1. Preliminary engineering and planning assistance for various railroad-related issues. 2. Railroad engineering, technical assistance, reports, or recommendations. 3. Preparation of plans and specifications for railroad construction, repair, and upgrade projects. 4. Coordination and consultation with the city with respect to public and private grade crossing agreements and permits; utility crossing agreements, permits and easements; general permits and easements; various encroachments; and other issues. 5. Preparation of exhibits to accompany various agreements such as utility crossing agreements, grade crossing agreements, and longitudinal railroad right-of-way encroachments. 6. Assist the city with preparation of grant and other funding applications for rail-related projects. HOURLY RATES: The following rates will be used for payment of the Consultant on an hourly basis: TITLE BILLING RATE Project Manager $ 135.00 Project Engineer $ 122.00 Senior Structural Engineer $ 125.00 Engineering Designer $ 76.00 CADD Technician $ 70.00 Survey Manager $ 130.00 Project Surveyor $ 78.00 Survey Technician $ 70.00 Survey Crew, 2-person $ 120.00 Office Administrator $ 76.00 Admin. Assistant $ 47.00 EXPENSES: A. OUTSIDE EXPENSES: Outside expenses incurred under this agreement for which DEA must pay shall be charged at actual cost plus 10 percent. These expenses may include, but shall not be limited to, costs for transportation and subsistence incidental thereto; mapping, photographic or reproduction services; surveying supplies; equipment rental;fees for permits, filings, applications, bonds and special insurance coverages; services provided by professional firms, outside consultants, and testing firms; postage and freight; etc. B. IN-HOUSE EQUIPMENT EXPENSES (these rates are subject to adjustment on January 1 of each year): Vehicles $ 0.37 per mile Rev.5/00 auth for prof svcs Yelm on call.doc Page 6 of 6 September 3,2002 of Post-it®Fax Note 7671 Date pages To From Co./Dept. Co. Memo Fax# .1kQ.Y To: Ms. Gina Forrest,Admin. Asst.,Railinc, fax#919-651-5115 From: Shelly Badger,City of Yelm City Administrato> Date: November 18,2002 Subject: Update of Freight Accounting Offices and Overcharge Claims Directory Our line [Yelm Roy Prairie Line-YRPL(079),] is currently embargoed without a short-line operator contracted at this time. I(Shelly A. Badger)remain the sole contact. Thank you. Richard F.Hobb Director,Interline Transportation and Revenue Systems March 13, 2001 Ms. Shelly A. Badger Yelm City Administrator City of Yelm, Washington d/b/a Yelm Roy Prairie Line 105 Yelm Avenue West P. O. Box 479 Yelm, Washington 98597 Dear Ms. Badger: Welcome! As new railroads open, the Business Services Division, RAILINC, Association of American Railroads, provides all United States, Canadian and Mexican Railroads with information about the new company. We do this by announcing the new railroad in a letter to Revenue Accounting Officers of all other lines. Enclosed are several forms to fill out and return to us so we may start an active file for your company. We ask that you take a few minutes to look over the information, fill in each form, and return them to us at your earliest convenience. Revenue Accounting Officers letter dated March 13, 2001 announcing your railroad. Letter dated March 13, 2001 from Richard F. Hobb Request for Power of Attorney (STCC) signature. Centralized Station Master Questionnaire Necessary for opening a file for your road. Waybill Sample Reporting Questionnaire/Waybill Sample Reporting Instructions Centralized Station Master(CSM) Data Base, Form AD 101 (Data Entry Form) 7001 Weston Parkway, Suite 200 Cary, North Carolina 27513 Main Telephone: 919-651-5000 Customer Support: 800-544-RAIL Main Fax: 919-651-5405 i - 2 - Centralized Station Master (CSM) Data Base, Form AD 102 (Junction Settlement Identification Form) If you have any questions about the enclosed forms, or require further assistance,please do not hesitate to call Alice Bjork at(919) 651-5002 (general), Shiroon Rahim (re CSM and STCC) at(919) 651-5043 or Scott Phillips (re Waybill) at(919) 651-5042. Sincerely, RFH/gf Enclosures Gina Forrest Administrative Assistant March 13, 2001 REVENUE ACCOUNTING OFFICERS: The following railroad was assigned reporting marks and AAR Accounting Rule 260 3-digit code number as follows: CITY OF YELM,WASHINGTON d/b/a YELM ROY PRAIRIE LINE —YRPL—079 105 Yelm Avenue West P. O. Box 479 Yelm, WA 98597 (360) 458-8405 YRPL commenced operations on March 1, 2001. Reporting marks YRPL and AAR Accounting Rule 260 code number 079 have been assigned with the effective date, and SLAC inception date, of March 1, 2001. YRPL operates approximately 4.57 miles of track from milepost 20.99 near Roy, WA to milepost 25.56 near Yelm, WA, in Pierce and Thurston Counties, WA, respectively. YRPL will interchange with BNSF at Roy, WA. Primarily engaged in providing a local line-haul service. (There is no record of prior use for AAR Accounting Rule 260 code number 079.) OTHER INFORMATION Effective January 3, 2001, reporting marks SCTR and AAR Accounting Rule 260 code number 672 have been transferred: From: South Central Tennessee Railroad Company,Inc. To: SCTRR, LLC Sincerely, Qirux Foua.ot 7001 Weston Parkway, Suite 200 Cary, North Carolina 27513 Main Telephone:919-6SI-5000 Customer Support: 800-544-RAIL Main Fax:919-651-5405 Richard F.Hobb Director, Interline Transportation and Revenue Systems March 13, 2001 TO: Accounting Division Limited Members All Regional and Shortline Railroads FROM: Richard F. Hobb 42* SUBJECT: Change in Tariff Agent and Your Participation in the STCC (Standard Transportation Commodity Code) Tariff, Published by the AAR. Effective January 1, 1993, the responsibility of publishing the Standard Transportation Commodity Code (STCC) Tariff was transferred from the Western Railroad Traffic Association (WRTA) to the Economics & Finance (E&F) Department (now Operations and Maintenance (O&M) Department) of the AAR. Under copyright to O&M, the STCC has been constructed by the AAR since its inception in 1964 under the auspices of the STCC Technical Committee -- a group of representatives from railroads, motor carriers, shippers, and the Federal government. However, it was traditional for the STCC Tariff(actually, the O&M-constructed STCC with a different cover)to be published and distributed by a tariff agency. For a variety of reasons, the STCC Technical Committee approved the transfer of the publication and distribution of the STCC to O&M. In discussing the transfer of the STCC publication with the Interstate Commerce Commission(now the Surface Transportation Board), E&F was informed that railroads that use the tariff must provide their power of attorney with the tariff publishing agent -- in this case, E&F. The Interstate Commerce Act required that carrier rates, classifications, rules, and practices be published in tariffs. Despite elimination of the ICC, these rules remain in effect today. The STCC is one such classification. The position of the ICC was that a tariff is void and not applicable to a carrier if the carrier has not executed a power of attorney. The ICC even declared a rate tariff of a carrier void due to the carrier's failure to execute an effective power of attorney for a separate tariff which contained only rules relating to the rate tariff. The ICC also issued a show cause order against numerous motor carriers that failed to file powers of attorney with the organization that publishes the motor carrier classification. The show cause order required the carriers to explain why any of their tariffs that utilize the motor carrier classification should not be canceled. Accordingly, we strongly urge that all railroads that use the STCC in any fashion execute the appropriate power of attorney. Attached is a limited Power of Attorney form, prepared by the AAR's Law Department. for you o sign and return to us. This Power of Attorney is limited to the sole function of permitting the AAR to act as your agent in publishing the STCC Tariff. There will be no charge for your continued participation in this tariff. If you have any questions, you may contact either Alice Bjork (919) 651-5002 or Shiroon Rahim (919) 651-5043. We look forward to receiving your signed limited Power of Attorney. 7001 Weston Parkway, Suite 200 Cary, North Carolina 27513 Main Telephone: 919-651-5000 Customer Support: 800-544-RAIL Main Fax: 919-651-5405 POWER OF ATTORNEY (Name of Carrier) (Address) KNOW ALL HIEN BY THESE PRESENTS: That the (Name of Carrier) has made, constituted, and appointed and by these presents does make, constitute and appoint the Operations and Maintenance Department, Association of American Railroads, its true and lawful Agent, to file in its name for it alone, and for it jointly with other carriers, tariffs, and supplements thereto and successive reissues thereof containing the Standard Transportation Commodity Code and rules and regulations related thereto. And does hereby give and grant its Agent full power and authority to do and perform all and every act and thing above specified as fully as if the same were done and performed by the undersigned carrier itself, and does hereby assume full responsibility for the acts and failure to act of said Agent. (Name of Carrier) By Title Date Return to: RAILINC Department Business Services Division Association of American Railroads 7001 Weston Parkway, Suite 200 Cary, NC 27513 FORM AD 101 CENTRALIZED STATION MASTER(CSM) EFFECTIVE: April 1, 1998 for EDI 3070 DATA ENTRY FORM 1. SCAC: 2. FSAC: 3. Effective Date: 4. Expiration Date: 5. Status Reason: 6. Location Types: 7. Location SPLC: 8. Location Name: 9. Location County: 10. Location State/Province: 11. Location Zip/Postal Code: 12. JR260 Abbreviation: 13. Latitude 14. Longitude: 15. Rating Zip/Postal Code: 16. Canadian Interswitch SPLC: 17. NRB SPLC: 18. NRB City: 1_9 NRB State: 20. Revenue Switch SPLC: 21. Revenue Switch City: 22. Revenue Switch State/Province: 23. OPSL Number: 24. OPSL Name: 25. OPSL Notes: 26. Customs: 27. CIF Number: 28. Daylight Indicator: 29. Import/Export 30. Embargoed: 31. Grain: 32. Ramp: 33. Intermodal: 34. Plate: 35.Weight: Name: Return to: Senior Customer Service Representative RAILINC 7001 Weston Parkway-Suite 200 Cary, NC 27513 Phone: (919)651-5043 Fax: (919)651-5143 Date: Business Services Division- RAILINC (Rev. 7/14/1999) CENTRALIZED STATION MASTER (CSM) 800-byte Distribution File Record Layout- 2/27/98 Field R Field Element Field Field Field Field Element E Format Starting Ending Length Number Position Position 1 * Standard Carrier Alpha Code A 1 4 4 2 * Freight Station Accounting Code (FSAC) A/N 5 9 5 3 * Effective Date A/N 10 17 8 4 Effective Time of Change A/N 18 23 6 5 Filler A/N 24 26 3 6 Rule 260 Junction Abbreviation A 27 31 5 7 * Location SPLC A/N 32 40 9 8 * Freight Station OPSL Number A/N 41 47 7 9 * Location Type A 48 52 5 10 AAR Station Current Status A 53 53 1 11 Station Status Reason A 54 54 1 12 * Location Name A/N 55 84 30 13 * Freight Station OPSL Name A/N 85 114 30 14 Location Geopolitical Name A/N 115 144 30 15 * Location County A/N 145 174 30 16 Location State A 175 176 2 17 Location Country A 177 178 2 18 Location Zip/Postal Code A/N 179 189 11 19 Location Rating Zip/Postal Code A/N 190 200 11 20 Rate Base SPLC A/N 201 209 9 21 Rate Base City A/N 210 239 30 22 Rate Base State A 240 241 2 23 Revenue Switch SPLC A/N 242 250 9 24 Revenue Switch City A/N 251 280 30 25 Revenue Switch State A 281 282 2 26 Filler A/N 283 292 10 27 Import/Export Flag A 293 293 1 28 Customs Flag A 294 294 1 29 Grain Flag A 295 295 1 30 Automobile Ramp Facility Flag A 296 296 1 31 Intermodal Flag A 297 301 5 32 * Embargo Flag A 302 302 1 33 Operating Plate A 303 303 1 - 1 - CENTRALIZED STATION MASTER (CSM) 800-byte Distribution File Record Layout- 2/27/98 Field R Field Element Field Field Field Field Element E Format Starting Ending Length Number Position Position 34 Operating Weight A/N 304 307 4 35 Filler A/N 308 395 88 36 FIPS County Code A/N 396 400 5 37 BEA Region Code A/N 401 403 3 38 BEA Location Name A/N 404 463 60 39 CEA Region Code A/N 464 467 4 40 Filler A/N 468 470 3 41 Latitude A/N 471 479 9 42 Longitude A/N 480 488 9 43 Reload Abbreviation A 489 493 5 44 Geopolitical SPLC A/N 494 502 9 45 Customs CIF Number A/N 503 515 13 46 Time Zone A 516 517 2 47 Daylight Indicator A 518 518 1 48 OPSL Notes A/N 519 558 40 49 Filler A/N 559 673 115 50 ' Expiration Date A/N 674 681 8 51 Canadian Interswitch Area A/N 682 690 9 52 333 Abbreviation A 691 699 9 53 Filler A/N 700 754 55 54 Last Maintenance Timestamp TS 755 780 26 55 AAR Last Transaction Type A 781 781 1 56 AAR Last Update Type A 782 782 1 57 AAR Last Reporting Road Mark A/N 783 786 4 58 AAR Last Activity Date A/N 787 794 8 59 AAR Last Activity Time A/N 795 800 6 -2- CENTRALIZED STATION MASTER (CSM) 800-byte Distribution File Record Layout- 2/27/98 The following list describes the proper coding and interpretation of the CSM. 1. Standard Carrier Alpha Code (SCAC)....................................4 positions alpha The Freight Mandatory Rule 260 alpha abbreviation for the entity to which Location information is being added, changed, or expired. This must be a currently effective value in the MARK Industry Reference File. 2. Freight Station Accounting Code (FSAC)...............................5 positions alpha/numeric The Freight Station Accounting Code of the SCAC (field element 1.) This value must be left filled with zeros. Any numeric code may be used with the exception of"00000". When the Location is representing a Motor Carrier Point, e.g. when Location Type (data element 9) is "M",then the FSAC is generated by central site. 3. Effective Date........................................................................8 positions alpha/numeric The calendar date (CCYYMMDD) of which the information for the location record becomes effective. This value must be equal to or greater than the value of an earlier location record. Refer to General Date Guidelines for use in the Industry Reference Files for a detailed description of Effective Date. 4. Effective Time of Change......................................................6 positions alpha/numeric The time (HHMMSS) of which the information for the station becomes effective. Location data becomes effective at one second after midnight on its effective date. Effective Time of Change is not distributed on tape or compact disk. 5. Filler......................................................................................3 positions alpha/numeric 6. Rule 260 Junction Abbreviation.............................................5 positions alpha The Freight Mandatory Rule 260 interchange junction abbreviation for the location of the junction point between two or more railroads. This alpha code must be a currently effective value in the JUNC Industry Reference File. 7. Location SPLC......................................................................9 positions alpha/numeric The Standard Point Location Code (SPLC) of the location reported. The SPLC provides each origin or destination point with a unique number constructed to identify a specific geographic location. Currently the rail industry recognizes only the first 6 positions of the SPLC. Positions one and two designate the STATE, while positions three and four designate the COUNTY, and positions five and six designate the CITY. Positions seven through nine may be used at a later date to further identify specific CSM locations. In the meantime,these last positions default to '000'. Please note that while the source of all US and Mexican SPL codes is the National Motor Freight Traffic Association (NMFTA), the source of all Canadian SPL codes is the Canadian Transportation Agency (CTA). -3- CENTRALIZED STATION MASTER (CSM) 800-byte Distribution File Record Layout- 2/27/98 8. Freight Station OPSL Number...............................................7 positions alpha/numeric The station number as provided to the Open and Prepaid Station List (OPSQ, maintained by Alber Leland Publishing (ALP). Positions one through five are referred to as the OPSL Number,while positions six and seven are referred to as the OPSL Sub-Number. The Freight Station OPSL Number is required for all Locations, and will be a value greater than "0000000". When the Location Type (data element 9), includes an "R",then this value will be unique to the SCAC (data element 1) for all active Locations. When the Location Type is "M" or"L",then this value will be "9999999". For all other Location Types this value will be unique to the SCAC for all active Locations, or"9999999". Whenever this value is "9999999", the Freight Station OPSL Name is "N/A". 9. Location Type .......................................................................1 position alpha /5 occurrences The station type. Allowable values include: R Railroad Freight Tariff Location O Railroad Operating Location L International Location H Haulage Location J Junction Settlement Location (Only allowed when 'CSXT' is the SCAC.) W Switching Location T AEI Reader Equipped Location M Motor Freight Tariff Location (Substituted for truck-for-rail service and not to be used for TOFC/COFC service) 10. AAR Station Current Status...................................................1 position alpha AAR Station Current Status is for AAR internal use only and is not distributed on tape or compact disk. 11. Station Status Reason...........................................................1 position alpha This flag field is required when the Location is being expired (.e., when the Expiration Date (data element 57) is not equal to"99991231".) Allowable values include: (Blank). Defauft A Abandoned S Sold by carrier 12. Location Name......................................................................30 positions alpha/numeric The name of the location reported. Often this value is used as the station's name. Although the length of this field is 30 positions, current EDI standards only provide for 19 positions. Positions greater than 19 are truncated. For the full location name, refer to Location Geopolitical Name (data element 14.) -4- CENTRALIZED STATION MASTER (CSM) 800-byte Distribution File Record Layout- 2/27/98 13. Freight Station OPSL Name..................................................30 positions alpha/numeric The station name as provided to the Open and Prepaid Station List (OPSL), maintained by Alber Leland Publishing (ALP.) The Freight Station OPSL Name is required for all Locations. When the Location Type (data element 9), includes an "R",then this value will be unique to the SCAC (data element 1) for all active Locations. When the Location Type is "M" or"L", then this value will be "N/A". For all other Location Types, this value will be unique to the SCAC for all active Locations, or"N/A". Whenever this value is "N/A",the Freight Station OPSL Number is "9999999". 14. Location Geopolitical Name...................................................30 positions alpha/numeric Full name of the Location as defined by the NMFTA. This is the "Point Name" in the NMFTA file that relates to the value for Location SPLC, data element 7. 15. Location County....................................................................30 positions alpha/numeric This field represents the county in which the Location is found. For any Location in the U.S. or Mexico, this value corresponds to the county value for the SPLC as found in the NMFTA SPLC table. For any Location in Canada, this value will be "CANADA". If the Location Type (data element 9) is"L", International Location, then this value will be empty. 16. Location State.......................................................................2 positions alpha This field represents the state or province in which the Location is found. For any Location in the U.S. or Mexico, this value will correspond to the state value for the SPLC as found in the NMFTA SPLC table. For any Location in Canada, this value will correspond to the province value for the SPLC as found in the CTA SPLC table. If the Location Type (data element 9) is"L", International Location, then this value is optional. 17. Location Country...................................................................2 positions alpha Location Country represents the country in which the Location is found. This field is only distributed by central site. 18. Location Zip/Postal Code ......................................................11 positions alpha/numeric This field represents the geographic zip code of the station. When displayed, U.S. and Mexican Locations will show at least 5 positions filled, while Canadian Locations will show 6 positions formatted as 'ANANAN'. All other Locations may display free-form text. 19. Location Rating Zip/Postal Code ...........................................11 positions alpha/numeric This field represents the zip code of the geographic area covered for rating purposes, and is required for all Location Types except "L", International Location, and "O", Operating Location. All other Location Types display free-form text. When displayed, U.S. and Mexican Locations will show at least 5 positions filled, while Canadian Locations will show 6 positions formatted as'ANANAN'. -5- CENTRALIZED STATION MASTER (CSM) 800-byte Distribution File Record Layout- 2/27/98 20. Rate Base SPLC...................................................................9 positions alpha/numeric This field represents the Standard Point Location Code (SPLC) of the National Rate Base. The National Rate Base (NRB) refers to a geographical grouping of all rail stations in the United States and Canada for rating purposes. Mexico, while included in the NRB 6000 tariffs, does not currently list any rate bases. NRB data is used as aid in checking shortline (Docket 28300) rail mileage between rail locations. Each Revenue Location is assigned to one of approximately 2900 National Rate Base Points, between which mileage is published. When displayed, the Rate Base SPLC value must correspond to one of these points. If no rate basis is being used, this field contains a blank value. 21. Rate Base City......................................................................30 positions alpha/numeric This field represents the Rate Base City for the station. If the NRB SPLC (data element 20) is used, the Rate Base City must correspond to the Rate Base City value for NRB SPLC as found in the NRB 6000 tariffs. If no rate basis is being used, this field contains a value of"NO RATE BASIS". 22. Rate Base State....................................................................2 positions alpha The Rate Base State, or Canadian Province, for the station. If the NRB SPLC (data element 20) is used, the Rate Base State must equal the Rate Base State value for NRB SPLC as found in the NRB 6000 tariffs. If no rate basis is being used, this field contains a blank value. 23. Revenue Switch SPLC..........................................................9 positions alpha/numeric Most rail stations belong to their own unique revenue switch area. Others, however, may be located within the reciprocal revenue switching area of another station (e.g. Wood Street Yard is within the Chicago reciprocal switching limits). If the station is not part of another (larger) station's limits, this field value is the Location SPLC (data element 7). If the station is within the switching limits of another station, data identifying the other Location's SPLC is provided. This SPLC must be a valid value from the NMFTA or the CTA as defined in Location SPLC (data element 7.) When referring to neither an operating or revenue location, i.e. Location Type (data element 9) is"M" or"L", the value for Revenue Switch SPLC is empty. Currently the rail industry recognizes only 6 positions of the SPLC. Positions one and two designate the STATE, while positions three and four designate the COUNTY, and positions five and six designate the CITY. Positions seven through nine may be used at a later date to further identify specific CSM locations. In the meantime, these last positions default to '000'. 24. Revenue Switch City.............................................................30 positions alpha/numeric This refers to the Revenue Switch City corresponding to the Revenue Switch SPLC (data element 25). If the Location belongs to it's own unique revenue switch area, e.g. Revenue Switch SPLC (data element 24) is the same as Location SPLC (data element 7), this value is "NSL". Otherwise, Revenue Switch City is the Location Name that relates to the SPLC value as found in the NMFTA (for U.S. or Mexican Locations) or CTA (for Canadian Locations) SPLC tables. -6- CENTRALIZED STATION MASTER (CSM) 800-byte Distribution File Record Layout- 2/27/98 25. Revenue Switch State...........................................................2 positions alpha Revenue Switch State refers to the state or province that corresponds to the Revenue Switch SPLC (data element 25) as found in the NMFTA (for U.S. or Mexican Locations) or CTA (for Canadian Locations) SPLC tables. If the Location belongs to it's own unique revenue switch area, e.g. Revenue Switch SPLC (data element 24) is the same as Location SPLC (data element 7), this value is empty. Otherwise, Revenue Switch State is the state/province that relates to the SPLC value as found in the NMFTA (for U.S. or Mexican Locations) or CTA (for Canadian Locations) SPLC tables. 26. Filler......................................................................................10 positions alpha/numeric 27. Import/Export Flag.................................................................1 position alpha This flag determines whether imports and/or exports are handled at the station. Allowed values include "B", "I", "E", and "N" as follows: B A U.S. station having a border crossing from and to Canada or Mexico; or A U.S. station having port facilities for importing and exporting shipments via water to and from the U.S.; or A Canadian station having port facilities from and to the U.S.; or A Canadian station having port facilities for importing and exporting shipments via water to and from Canada. I A U.S. station having a border crossing from Canada or Mexico; or A U.S. station having port facilities for importing shipments via water to the U.S.; or A Canadian station having port facilities from the U.S.; or A Canadian station having port facilities for importing shipments via water to Canada. E A U.S. station having a border crossing to Canada or Mexico; or A U.S. station having port facilities for exporting shipments via water from the U.S.; or A Canadian station having port facilities to the U.S.; or A Canadian station having port facilities for exporting shipments via water from Canada N No import/export activity occurs at this station. "N" is the default value for this field. -7- CENTRALIZED STATION MASTER (CSM) 800-byte Distribution File Record Layout - 2/27/98 28. Customs Flag........................................................................1 position alpha This flag determines whether U.S. Customs will perform an inspection at this location of cars and intermodal equipment requiring customs clearance. Allowed values include "Y" and "N" as follows: Y Cars and trailers/containers can be inspected at this location. N Customs inspections are not made at this location. "N" is the default value for this field. 29. Grain Flag.............................................................................1 position alpha This flag determines whether a recognized grain inspection authority will perform an inspection at this location of grain. Allowed values include "Y" and "N" as follows: Y Grain can be inspected at this location. N Grain inspections are not made at this location. "N" is the default value for this field. 30. Automobile Ramp Facility Flag..............................................1 position alpha This flag determines whether automobiles can be physically loaded/unloaded at this location from multilevel cars. Allowed values include "N", "F", "P", "B", 'T", and "A" as follows: N No auto loading/unloading facilities are available at this location. "N" is the default value for this field. F Fixed Ramp(s) are available at this location. P Portable Ramp(s) are available at this location. B Fixed and Portable Ramp(s) are available at this location. T Transversing Ramp(s) are available at this location. A All types of Ramp(s) are available at this location. 31. Intermodal Flag....................................................................1 position alpha / 5 occurrences This flag determines whether there are facilities at this location for physically loading or unloading trailers or containers from rail cars. There can be as many as 5 values used. Allowed values include "0", "1", "2", "3", "5", and "C" as follows: 0 No intermodal loading or unloading facilities are available at this location. "0" is the default value for this field. 1 A circus ramp is available at this location. 2 An overhead crane is available at this location. 3 A side lifter is available at this location. 5 A stack train is available at this location. 6 The intermodal facility has been closed at this location. 7 Both Carload and Intermodal Facilities are available at this location. - 8 - CENTRALIZED STATION MASTER (CSM) • 800-byte Distribution File Record Layout- 2/27/98 32. Embargo Flag .......................................................................1 position alpha This flag determines whether or not the station is embargoed. This field is included in the CSM as a convenience only. Official Embargo Notices are issued by the Business Services Department of RAILINC. Allowed values include "Y" and "N" as follows: Y The Station is Embargoed. N The Station is not Embargoed. "N" is the default value for this field. 33. Operating Plate.....................................................................1 position alpha This field indicates the maximum plate size (car dimensions) that can be handled at this location. Plate refers to the height, width, and length of cars, as well as the offset clearance needed for a car to round curved track. Refer to the Official Railway Equipment Register for more information regarding plate restrictions. Allowed values include "B", "C", "D", "E", "F", "G", "H", "I", and "X" as follows: B Plate B C Plate C, is the default value for this field when referring to an operating location. D Plate D E Plate E F Plate F G Plate G I Plate I X Size restriction has been eliminated at this location. Operating Plate is required for operating locations only, i.e., when the Location Type (data element 9) includes an "O". It is optional for Location Types including "H", "J", "T", or"W", but not including "O". When the Location Type is"R", "L", or"M"with no other Location Types (i.e., when the location is purely a revenue station), the Operating Plate value will be empty. 34. Operating Weight..................................................................4 positions alpha/numeric This is the maximum gross weight on rail (reported in hundred weights) that can be handled at the location. The Operating Weight is dependent on the weight and condition of the rail and track bed, wheel diameter or the car, etc. Operating Weight is required for operating locations only, i.e., when the Location Type (data element 9) includes an "O". It is optional for Location Types including "H", "J", "T", or"W", but not including "O". When the Location Type is"R", "L", or"M"with no other Location Types (i.e., when the location is purely a revenue station),the Operating Weight value will be empty. 35. Filler......................................................................................88 positions alpha/numeric -g- CENTRALIZED STATION MASTER (CSM) 800-byte Distribution File Record Layout- 2/27/98 36. FIPS County Code................................................................5 positions alpha/numeric The Federal Information Processing Standard (FIPS) code for the county of the location as determined by the Bureau of Economic Analysis of the U.S. Department of Commerce. The first two positions of the FIPS code represent the state, while the last three positions represent the county. FIPS County Code is only distributed by central site. 37. BEA Region Code.................................................................3 positions alpha/numeric The Bureau of Economic Analysis assembles economic data on industry by earnings and employment, and then assigns codes to define geographic economic areas. Each BEA economic area is comprised of Component Economic Areas (CEA), which in turn are comprised of counties. The data in this field must be the BEA Region Code value that corresponds to the FIPS County Code as defined by the Bureau of Economic Analysis of the U.S. Department of Commerce. BEA Region Code is only distributed by central site. 38. BEA Location Name..............................................................60 positions alpha/numeric The data in this field must be the BEA Location Name value that corresponds to the FIPS County Code as defined by the Bureau of Economic Analysis of the U.S. Department of Commerce. BEA Location Name is only distributed by central site. 39. CEA Region Code.................................................................4 positions alpha/numeric The CEA is the Component Economic Area of which the county specified in FIPS County code (data element 43) belongs. The CEA is center of economic activity of a group of counties. The data in this field must be the CEA Region Code value that corresponds to the FIPS County Code as defined by the Bureau of Economic Analysis of the U.S. Department of Commerce. CEA Region Code is only distributed by central site. At one time, this was referred to as MSA Region Code. 40. Filler......................................................................................3 positions alpha/numeric 41. Latitude.................................................................................9 positions alpha/numeric Latitude refers to location coordinates based on global length and expressed in 3 digits degree and 6 digits fraction of a degree. Due to field limit restrictions, Latitude is only properly conveyed via EDI or EBCDIC and is not distributed by central site on compact disk. - 10- CENTRALIZED STATION MASTER (CSM) 800-byte Distribution File Record Layout- 2/27/98 42. Longitude..............................................................................9 positions alpha/numeric Longitude refers to location coordinates based on global length and expressed in 3 digits degree and 6 digits fraction of a degree. Due to field limit restrictions, Latitude is only properly conveyed via EDI or EBCDIC and is not distributed by central site on compact disk. 43. Reload Abbreviation.............................................................5 positions alpha The abbreviation referring to "carhire reload station." Reload Abbreviation is for AAR distribution only. 44. Geopolitical SPLC.................................................................9 positions alpha/numeric The Standard Point Location Code of the value expressed in Location Geopolitical Name (reference number 14) as defined by the NMFTA or the CTA. Geopolitical SPLC is for AAR distribution only. 45. Customs CIF Number............................................................13 positions alpha/numeric The Customs CIF Number refers to the Customer Interface Industry Reference File. Only required when customs activity occurs at the Location,this value is a value from the CIF file. When there is no customs activity at this Location,this value defaults to zeros. 46. Time Zone.............................................................................2 positions alpha Time Zone refers to the locations geographic position relative to Greenwich Mean Time. There are seven allowable values for this field as follows: AT Alaska or Aleutian Time CT Central Time ET Eastern Time MT Mountain Time NT Newfoundland Time PT Pacific Time TT Atlantic Time Time Zone is for AAR distribution only. - 11 - CENTRALIZED STATION MASTER (CSM) 800-byte Distribution File Record Layout- 2/27/98 47. Daylight Indicator..................................................................1 position alpha This flag refers to the location's observance of daylight savings time. Allowable values include "Y" and "N" as follows: Y Daylight Savings Time is observed N Daylight Savings Time is not observed When not provided, Daylight Indicator is generated by central site. 48. OPSL Notes..........................................................................4 positions A/N, 10 occurrences OPSL Notes are instructions that refer to restrictions, facilities, interchange designations or waybill instructions at the Location. A value can only appear in the OPSL Notes field when there is a value in Freight Station OPSL Number(data element 8) greater than "0000000" and less then "9999999". If there is a value in the OPSL Notes _field,the note must be listed in the Official Railroad Station List (OPSL-6000) published by Alber Leland If OPSL Notes is not used, this value will be empty. 49. Filler......................................................................................115 positions alpha/numeric 50. Expiration Date .....................................................................8 positions alpha/numeric The Expiration Date refers to the date on which the data in the location record is no longer effective. The value is expressed as CCYYMMDD, where CC is century,YY is year, MM is month, and DD is day. When the data in the Location currently effective with no planned expiration,this value is "99991231". Refer to General Date Guidelines for use in the Industry Reference Files for a more detailed description of Expiration Date. 51. Canadian Interswitch Area.....................................................9 positions alpha/numeric This refers to the Standard Point Location Code of the Canadian Interswitch point as defined by the Canadian Transportation Agency (CTA). The SPLC provides each origin or destination point with a unique number constructed to identify a specific geographic location. Currently the rail industry recognizes only the first 6 positions of the SPLC. Positions seven through nine may be used at a later date to further identify specific CSM locations. In the meantime, these last positions default to '000'. 52. 333 Abbreviation...................................................................9 positions alpha The 333 Abbreviation is primarily used in Car Location Message (CLM) processing for the railroad industry. From the Location Name, the unique 333 Abbreviation is generated each time the location record is processed at central site. The algorithm used to generate the abbreviation is based on a set of rules approved by the National Industrial Transportation League (NITL). This field value can only be assigned and distributed by central site. - 12- CENTRALIZED STATION MASTER (CSM) 800-byte Distribution File Record Layout - 2/27/98 53. Filler......................................................................................55 positions alpha/numeric 54. Last Maintenance Timestamp................................................26 positions timestamp This refers to the date and time that the record was processed at central site. It appears in the format CCYY-MM-DD HH.MM.SS.MMMMMM where: CC Last Maintained Century YY-MM-DD Last Maintained Date " " Filler HH.MM.SS.MMMMMM Last Maintenance Time Refer to General Date Guidelines for use in the Industry Reference Files for a detailed description of Last Maintenance Timestamp. 55. AAR Last Transaction Type...................................................1 position alpha This field is for AAR internal use only, and is not distributed on tape or compact disk. 56. AAR Last Update Type..........................................................1 position alpha This field is for AAR internal use only, and is not distributed on tape or compact disk. 57. AAR Last Reporting Road Mark.............................................4 positions alpha This field is for AAR internal use only, and is not distributed on tape or compact disk. 58. AAR Last Activity Date ..........................................................8 positions alpha/numeric This field is for AAR internal use only, and is not distributed on tape or compact disk. 59. AAR Last Activity Time..........................................................6 positions alpha/numeric This field is for AAR internal use only, and is not distributed on tape or compact disk. - 13- Interline Settlement Roads June 9 , 1993 Subject: Rule 260 Interchange File A requirement of the ISS/REN project is the identity of Junction Settlement Roads as a part of the route. This is sometimes referred to as "Full Route" . A Junction Settlement Road is defined as a road who is identified as a party to the rate and/or is identified on the waybill in order to show actual origin or destination. Some roads have an alternate business arrangement with short lines that precludes the short line from being identified in either of the previously named sources. In those instances the short line is a silent partner with its connection, sonewhat similar to switching and is not considered a Junction Settlement Road. The ISS/REN requirement has no interest in the private arrangement between the Junction Settlement Road and its connection but does seek to bring some consistency to the information necessary for interline portion of the movement. To that end we have developed a file to identify Junction Settlement Roads and the road performing its interline accounting functions today and in the ISS/REN. The attached form will be used to load this information to the file . on the attached example you will see lines labeled (1) and (2) which designate direction of travel . (1) being Junction Settlement Road (JS) as the destination road and (2) Junction Settlement Road (JS) as origin road. Lines ( 3 ) and (4) would be used if you have another junction with the same Junction Settlement Road. Use a separate sheet for each of your Junction settlement Roads. If you perform no Junction Settlement accounting for another road or another road does your interline accounting through a Junction Settlement Process, please ignore this letter. If ou have questions about this form please call. me. N. Ross (410) 613-6434 CSXT, Baltimore, Md Please send completed forms by July 16 to: Keith Nohe Economics & Finance Dept. Room 5510 Association of American Railroads 50 F Street, N. W. Washington, DC 20001-1564 FORM AD 102 JUNCTION SETTLEMENT IDENTIFICATION FORM Submitting Road: Road MARK(SCAC) Effective Date: MM/DD/CCYY Desired Action: A (add); C (change); E (expire) Role Code Key: JS=Junction Settlement LH=Line Haul ROLE CODE JUNCTION ROLE CODE ROAD ONE (JS or LH) ABBREVIATION ROAD TWO (JS or LH) COMMODITY (If Range)TO COMMODITY (If Range)TO COMMODITY (If Range)TO COMMODITY (If Range)TO COMMODITY (If Range)TO ROLE CODE JUNCTION ROLE CODE ROAD ONE (JS or LH) ABBREVIATION ROAD TWO (JS or LH) COMMODITY (If Range)TO COMMODITY (If Range)TO COMMODITY (If Range)TO COMMODITY (If Range)TO COMMODITY (If Range)TO ROLE CODE JUNCTION ROLE CODE ROAD ONE (JS or LH) ABBREVIATION ROAD TWO (JS or LH) COMMODITY (If Range)TO COMMODITY (If Range)TO COMMODITY (If Range)TO COMMODITY (If Range)TO COMMODITY (If Range)TO Revised 11/01/97 Y NAMING CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 0002 YK CANADA 0003 YK CANADA 0013 NT CANADA 0014 NT CANADA 0015 NT CANADA 0016 NT CANADA 0017 NT CANADA 0018 NT CANADA 0061 NF CANADA 0070 NF CANADA 0071 NF CANADA 0072 NF CANADA 0073 NF CANADA 0074 NF CANADA 0075 NF CANADA 0076 NF CANADA 0077 NF CANADA 0078 NF CANADA 0079 NF CANADA 0080 NF CANADA 0081 NF CANADA 0082 NF CANADA 0083 NF CANADA 0084 NF CANADA 0085 NF CANADA 0086 NF CANADA 0087 NF CANADA 0088 NF CANADA 0089 NF CANADA 0100 NS CANADA 0101 NS CANADA 0102 NS CANADA 0103 NS CANADA 0104 NS CANADA 0105 NS. CANADA 0106 NS CANADA 0107 NS CANADA 0108 NS CANADA 0109 NS CANADA 0110 NS CANADA 0111 NS CANADA This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 1 f B111INC Y CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (SEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 0112 NS CANADA 0113 NS CANADA 0114 NS CANADA 0115 NS CANADA 0116 NS CANADA 0117 NS CANADA 0118 NS CANADA 0119 NS CANADA 0120 NS CANADA 0121 NS CANADA 0122 NS CANADA 0123 NS CANADA 0124 NS CANADA 0125 NS CANADA 0126 NS CANADA 0127 NS CANADA 0128 NS CANADA 0129 NS CANADA 0130 NS CANADA 0131 NS CANADA 0132 NS CANADA 0133 NS CANADA 0134 NS CANADA 0135 NS CANADA 0136 NS CANADA 0137 NS CANADA 0138 NS CANADA 0139 NS CANADA 0141 PE CANADA 0142 PE CANADA 0143 PE CANADA 0144 PE CANADA 0145 PE CANADA 0146 PE CANADA 0147 PE CANADA 0148 PE CANADA 0149 PE CANADA 0150 NB CANADA 0151 NB CANADA 0152 NB CANADA 0153 NB CANADA This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 2 B1111#9 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS , SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 0154 NB CANADA 0155 NB CANADA 0156 NB CANADA 0158 NB CANADA 0159 NB CANADA 0160 NB CANADA 0161 NB CANADA 0162 NB CANADA 0163 NB CANADA 0164 NB CANADA 0165 NB CANADA 0166 NB CANADA 0167 NB CANADA 0168 NB CANADA 0169 NB CANADA 0170 NB CANADA 0171 NB CANADA 0172 NB CANADA 0173 NB CANADA 0174 NB CANADA 0175 NB CANADA 0176 NB CANADA 0177 NB CANADA 0178 NB CANADA 0179 NB CANADA 0180 NB CANADA 0181 NB CANADA 0182 NB CANADA 0183 NB CANADA 0184 NB CANADA 0185 NB CANADA 0186 NB CANADA 0187 NB CANADA 0188 NB CANADA 0200 PQ CANADA 0201 PQ CANADA 0202 PQ CANADA 0203 PQ CANADA 0204 PQ CANADA 0205 PQ CANADA 0206 PQ CANADA This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 3 MIZINe CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS , SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 0207 PQ CANADA 0208 PQ CANADA 0209 PQ CANADA 0210 PQ CANADA 0211 PQ CANADA 0212 PQ CANADA 0213 PQ CANADA 0214 PQ CANADA 0215 PQ CANADA 0216 PQ CANADA 0217 PQ CANADA 0218 PQ CANADA 0219 PQ CANADA 0221 PQ CANADA 0232 PQ CANADA 0234 PQ CANADA 0235 PQ CANADA 0238 PQ CANADA 0240 PQ CANADA 0243 PQ CANADA 0244 PQ CANADA 0245 PQ CANADA 0246 PQ CANADA 0248 PQ CANADA 0260 PQ CANADA 0261 PQ CANADA 0262 PQ CANADA 0263 PQ CANADA 0264 PQ CANADA 0265 PQ CANADA 0266 PQ CANADA 0267 PQ CANADA 0268 PQ CANADA 0280 PQ CANADA 0284 PQ CANADA 0285 PQ CANADA 0287 PQ CANADA 0288 PQ, CANADA 0299 PQ CANADA 0300 PQ CANADA 0301 PQ CANADA This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 4 fli/l/Ne CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 0302 PQ CANADA 0303 PQ CANADA 0304 PQ CANADA 0305 PQ CANADA 0306 PQ CANADA 0308 PQ CANADA 0309 PQ CANADA 0310 PQ CANADA 0311 PQ CANADA 0312 PQ CANADA 0313 PQ CANADA 0314 PQ CANADA 0315 PQ CANADA 0316 PQ CANADA 0317 PQ CANADA 0318 PQ CANADA 0319 PQ CANADA 0320 PQ CANADA 0321 PQ CANADA 0322 PQ CANADA 0323 PQ CANADA 0324 PQ CANADA 0325 PQ CANADA 0327 PQ CANADA 0328 PQ CANADA 0329 PQ CANADA 0330 PQ CANADA 0332 PQ CANADA 0333 PQ CANADA 0334 PQ CANADA 0335 PQ CANADA 0336 PQ CANADA 0338 PQ CANADA 0339 PQ CANADA 0340 PQ CANADA 0341 PQ CANADA 0343 PQ CANADA 0347 PQ CANADA 0348 PQ CANADA 0360 PQ CANADA 0361 PQ CANADA This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 5 RA/L/NC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 0366 PQ CANADA 0367 PQ CANADA 0371 PQ CANADA 0372 PQ CANADA 0373 PQ CANADA 0380 PQ CANADA 0381 PQ CANADA 0382 PQ CANADA 0383 PQ CANADA 0384 PQ CANADA 0385 PQ CANADA 0388 PQ CANADA 0389 PQ CANADA 0400 ON CANADA 0401 ON CANADA 0402 ON CANADA 0403 ON CANADA 0404 ON CANADA 0405 ON CANADA 0406 ON CANADA 0407 ON CANADA 0410 ON CANADA 0411 ON CANADA 0412 ON CANADA 0413 ON CANADA 0414 ON CANADA 0415 ON CANADA 0417 ON CANADA 0418 ON CANADA 0420 ON CANADA 0421 ON CANADA 0422 ON CANADA 0423 ON CANADA 0424 ON CANADA 0425 ON CANADA 0426 ON CANADA 0427 ON CANADA 0428 ON CANADA 0429 ON CANADA 0430 ON CANADA 0431 ON CANADA This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 6 B1111#9 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 0432 ON CANADA 0433 ON CANADA 0434 ON CANADA 0436 ON CANADA 0437 ON CANADA 0438 ON CANADA 0439 ON CANADA 0440 ON CANADA 0441 ON CANADA 0442 ON CANADA 0443 ON CANADA 0444 ON CANADA 0445 ON CANADA 0446 ON CANADA 0447 ON CANADA 0448 ON CANADA 0450 ON CANADA 0451 ON CANADA 0453 ON CANADA 0454 ON CANADA 0455 ON CANADA 0457 ON CANADA 0458 ON CANADA 0460 ON CANADA 0461 ON CANADA 0463 ON CANADA 0465 ON CANADA 0466 ON CANADA 0467 ON CANADA 0468 ON CANADA 0471 ON CANADA 0472 ON CANADA 0473 ON CANADA 0474 ON CANADA 0475 ON CANADA 0476 ON CANADA 0477 ON CANADA 0478 ON CANADA 0483 ON CANADA 0484 ON CANADA 0485 ON CANADA This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 7 RAIIINC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 0486 ON CANADA 0489 ON CANADA 0492 ON CANADA 0493 ON CANADA 0494 ON CANADA 0495 ON CANADA 0496 ON CANADA 0497 ON CANADA 0498 ON CANADA 0499 ON CANADA 0508 ON CANADA 0510 ON CANADA 0511 ON CANADA 0512 ON CANADA 0514 ON CANADA 0515 ON CANADA 0516 ON CANADA 0517 ON CANADA 0518 ON CANADA 0519 ON CANADA 0520 ON CANADA 0521 ON CANADA 0522 ON CANADA 0523 ON CANADA 0524 ON CANADA 0526 ON CANADA 0527 ON CANADA 0529 ON CANADA 0530 ON CANADA 0531 ON CANADA 0532 ON CANADA 0535 ON CANADA 0536 ON CANADA 0537 ON CANADA 0539 ON CANADA 0540 ON CANADA 0541 ON CANADA 0544 ON CANADA 0545 ON CANADA 0546 ON CANADA 0547 ON CANADA This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 8 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS , SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS , and MSA Translation) (BRA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 0560 ON CANADA 0561 ON CANADA 0562 ON CANADA 0563 ON CANADA 0566 ON CANADA 0580 ON CANADA 0581 ON CANADA 0582 ON CANADA 0583 ON CANADA 0584 ON CANADA 0585 ON CANADA 0586 ON CANADA 0587 ON CANADA 0588 ON CANADA 0600 MB CANADA 0601 MB CANADA 0602 MB CANADA 0603 MB CANADA 0612 MB CANADA 0613 MB CANADA 0614 MB CANADA 0615 MB CANADA 0616 MB CANADA 0617 MB CANADA 0630 MB CANADA 0631 MB CANADA 0632 MB CANADA 0633 MB CANADA 0634 MB CANADA 0635 MB CANADA 0640 MB CANADA 0641 MB CANADA 0642 MB CANADA 0644 MB CANADA 0645 MB CANADA 0671 MB CANADA 0672 MB CANADA 0673 MB CANADA 0675 MB CANADA 0676 MB CANADA 0677 MB CANADA This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 9 B111INC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS , AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 0678 MB CANADA 0679 MB CANADA 0680 MB CANADA 0681 MB CANADA 0682 MB CANADA 0683 MB CANADA 0684 MB CANADA 0685 MB CANADA 0686 MB CANADA 0687 MB CANADA 0688 MB CANADA 0689 MB CANADA 0700 SK CANADA 0701 SK CANADA 0702 SK CANADA 0703 SK CANADA 0704 SK CANADA 0705 SK CANADA 0706 SK CANADA 0707 SK CANADA 0713 SK CANADA 0714 SK CANADA 0715 SK CANADA 0716 SK CANADA 0717 SK CANADA 0718 SK CANADA 0719 SK CANADA 0720 SK CANADA 0721 SK CANADA 0722 SK CANADA 0723 SK CANADA 0724 SK CANADA 0730 SK CANADA 0731 SK CANADA 0732 SK CANADA 0733 SK CANADA 0734 SK CANADA 0735 SK CANADA 0736 SK CANADA 0737 SK CANADA 0740 SK CANADA This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 10 B111INC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS , SPELLINGS , AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 0741 SK CANADA 0742 SK CANADA 0743 SK CANADA 0744 SK CANADA 0745 SK CANADA 0750 SK CANADA 0751 SK CANADA 0752 SK CANADA 0753 SK CANADA 0760 SK CANADA 0761 SK CANADA 0762 SK CANADA 0763 SK CANADA 0764 SK CANADA 0765 SK CANADA 0770 SK CANADA 0771 SK CANADA 0772 SK CANADA 0773 SK CANADA 0774 SK CANADA 0780 SK CANADA 0781 SK CANADA 0762 SK CANADA 0783 SK CANADA 0784 SK CANADA 0790 SK CANADA 0,791 SK CANADA 0792 SK CANADA 0793 SK CANADA 0794 SK CANADA 0800 AB CANADA 0801 AB CANADA 0802 AB CANADA 0803 AB CANADA 0804 AB CANADA 0805 AB CANADA 0806 AB CANADA 0807 AB CANADA 0808 AB CANADA 0809 AB CANADA 0810 AB CANADA This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 11 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 0811 AB CANADA 0812 AB CANADA 0813 AB CANADA 0820 AB CANADA 0821 AB CANADA 0822 AB CANADA 0823 AB CANADA 0824 AB CANADA 0825 AB CANADA 0827 AB CANADA 0828 AB CANADA 0831 AB CANADA 0833 AB CANADA 0834 AB CANADA 0835 AB CANADA 0836 AB CANADA 0837 AB CANADA 0838 AB CANADA 0839 AB CANADA 0840 AB CANADA 0841 AB CANADA 0842 AB CANADA 0843 AB CANADA 0844 AB CANADA 0845 AB CANADA 0846 AB CANADA 0850 AB CANADA 0851 AB CANADA 0852 AB CANADA 0853 AB CANADA 0854 AB CANADA 0855 AB CANADA 0856 AB CANADA 0857 AB CANADA 0858 AB CANADA 0860 AB CANADA 0861 AB CANADA 0862 AB CANADA 0863 AB CANADA 0864 AB CANADA 0870 AB CANADA This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 12 flififfle CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS , AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 0871 AB CANADA 0872 AB CANADA 0873 AB CANADA 0874 AB CANADA 0875 AB CANADA 0876 AB CANADA 0877 AB CANADA 0878 AB CANADA 0879 AB CANADA 0880 AB CANADA 0881 AB CANADA 0882 AB CANADA 0883 AB CANADA 0884 AB CANADA 0885 AB CANADA 0900 BC CANADA 0901 BC CANADA 0902 BC CANADA 0903 BC CANADA 0904 BC CANADA 0905 BC CANADA 0910 BC CANADA 0911 BC CANADA 0912 BC CANADA 0913 BC CANADA 0914 BC CANADA 0915 BC CANADA 0916 BC CANADA 0933 BC CANADA 0934 BC CANADA 0935 BC CANADA 0936 BC CANADA 0937 BC CANADA 0938 BC CANADA 0939 BC CANADA 0940 BC CANADA 0941 BC CANADA 0942 BC CANADA 0943 BC CANADA 0944 BC CANADA 0945 BC CANADA This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 13 NJlZINC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 0946 BC CANADA 0960 BC CANADA 0961 BC CANADA 0962 BC CANADA 0963 BC CANADA 0964 BC CANADA 0965 BC CANADA 0966 BC CANADA 0967 BC CANADA 0968 BC CANADA 0970 BC CANADA 0971 BC CANADA 0972 BC CANADA 0973 BC CANADA 0974 BC CANADA 0975 BC CANADA 0990 BC CANADA 0991 BC CANADA 0992 BC CANADA 0993 BC CANADA 0994 BC CANADA 0995 BC CANADA 0996 BC CANADA 0997 BC CANADA 0998 BC CANADA 0999 BC CANADA 1011 PR CULEBRA 1012 PR VIEQUES 1013 PR CEIBA 1014 PR FAJARDO 1015 PR LUQUILLO 1016 PR NAGUABO 1017 PR RIO GRANDE 1018 PR LOIZA 1021 PR HUMACAO 1022 PR LAS PIEDRAS 1023 PR JUNCOS 1024 PR YABUCOA 1025 PR MAUNABO 1026 PR GURABO 1027 PR SAN LORENZO This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 14 RAIIINC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS , SPELLINGS , AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 1028 PR PATILLAS 1029 PR CAGUAS 1030 PR CAROLINA 1031 PR TRUJILLO ALTO 1033 PR SAN JUAN 1034 PR GUAYNABO 1035 PR CATANO 1036 PR BAYAMON 1037 PR TOA BAJA 1038 PR TOA ALTA 1039 PR NARANJITO 1040 PR ARROYO 1041 PR AGUAS BUENAS 1042 PR CAYEY 1043 PR GUAYAMA 1044 PR CIDRA 1045 PR COMERIO 1046 PR SALINAS 1047 PR AIBONITO 1048 PR BARRANQUITAS 1049 PR COROZAL 1050 PR DORADO 1051 PR VEGA ALTA 1052 PR VEGA BAJA 1053 PR MOROVIS 1054 PR MANATI 1055 PR CIALES 1056 PR BARCELONETA 1057 PR ARECIBO 1058 PR HATILLO 1059 PR UTUADO 1060 PR COAMO 1061 PR SANTA ISABEL 1062 PR OROCOVIS 1063 PR VILLALBA 1064 PR JUANA DIAZ 1065 PR JAYUYA 1066 PR PONCE 1067 PR PENUELAS 1068 PR ADJUNTAS 1069 PR GUAYANILLA This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 15 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 1070 PR CAMUY 1071 PR LARES 1072 PR QUEBRADILLAS 1073 PR SAN SEBASTIAN 1074 PR ISABELA 1075 PR MOCA 1076 PR AGUADILLA 1077 PR ANASCO 1078 PR AGUADA 1079 PR RINCON 1080 PR YAUCO 1081 PR GUANICA 1082 PR SABANA GRANDE 1083 PR MARICAO 1084 PR LAS MARIAS 1065 PR SAN GERMAN 1086 PR LAJAS 1087 PR MAYAGUEZ 1088 PR HORMIGUEROS 1089 PR CABO ROJO 1110 ME AROOSTOOK 23003 001 BANGOR, ME 0000 1111 ME AROOSTOOK 22303 001 BANGOR, ME 0000 1112 ME AROOSTOOK 23003 001 BANGOR, ME 0000 1113 ME AROOSTOOK 23003 001 BANGOR, ME 0000 1114 ME AROOSTOOK 23003 001 BANGOR, ME 0000 1115 ME AROOSTOOK 23003 001 BANGOR, ME 0000 1116 ME AROOSTOOK 23003 001 BANGOR, ME 0000 1117 ME AROOSTOOK 23003 001 BANGOR, ME 0000 1118 ME AROOSTOOK 23003 001 BANGOR, ME 0000 1119 ME AROOSTOOK 23003 001 BANGOR, ME 0000 1120 ME WASHINGTON 23029 001 BANGOR, ME 0000 1121 ME WASHINGTON 23029 001 BANGOR, ME 0000 1122 ME WASHINGTON 23029 001 BANGOR, ME 0000 1123 ME WASHINGTON 23029 001 BANGOR, ME 0000 1124 ME WASHINGTON 23029 001 BANGOR, ME 0000 1125 ME WASHINGTON 23029 001 BANGOR, ME 0000 1126 ME HANCOCK 23009 001 BANGOR, ME 0000 1127 ME HANCOCK 23009 001 BANGOR, ME 0000 1128 ME HANCOCK 23009 001 BANGOR, ME 0000 1129 ME HANCOCK 23009 001 BANGOR, ME 0000 1131 ME PENOBSCOT 23019 001 BANGOR, ME 0733 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 16 RJ11INe CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 1132 ME PENOBSCOT 23019 001 BANGOR, ME 0733 1133 ME PENOBSCOT 23019 001 BANGOR, ME 0733 1134 ME PENOBSCOT 23019 001 BANGOR, ME 0733 1135 ME PENOBSCOT 23019 001 BANGOR, ME 0733 1136 ME PENOBSCOT 23019 001 BANGOR, ME 0733 1137 ME PENOBSCOT 23019 001 BANGOR, ME 0733 1138 ME PENOBSCOT 23019 001 BANGOR, ME 0733 1139 ME PENOBSCOT 23019 001 BANGOR, ME 0733 1143 ME PISCATAQUIS 23021 001 BANGOR, ME 0000 1146 ME PISCATAQUIS 23021 001 BANGOR, ME 0000 1147 ME PISCATAQUIS 23021 001 BANGOR, ME 0000 1148 ME PISCATAQUIS 23021 001 BANGOR, ME 0000 1149 ME PISCATAQUIS 23021 001 BANGOR, ME 0000 1152 ME SOMERSET 23025 002 PORTLAND-LEWISTON, ME 0000 1153 ME SOMERSET 23025 002 PORTLAND-LEWISTON, ME 0000 1154 ME SOMERSET 23025 002 PORTLAND-LEWISTON, ME 0000 1155 ME SOMERSET 23025 002 PORTLAND-LEWISTON, ME 0000 1156 ME SOMERSET 23025 002 PORTLAND-LEWISTON, ME 0000 1157 ME SOMERSET 23025 002 PORTLAND-LEWISTON, ME 0000 1158 ME SOMERSET 23025 002 PORTLAND-LEWISTON, ME 0000 1159 ME SOMERSET 23025 002 PORTLAND-LEWISTON, ME 0000 1161 ME FRANKLIN 23007 002 PORTLAND-LEWISTON, ME 0000 1162 ME FRANKLIN 23007 002 PORTLAND-LEWISTON, ME 0000 1163 ME FRANKLIN 23007 002 PORTLAND-LEWISTON, ME 0000 1164 ME FRANKLIN 23007 002 PORTLAND-LEWISTON, ME 0000 1165 ME OXFORD 23017 002 PORTLAND-LEWISTON, ME 0000 1166 ME OXFORD 23017 002 PORTLAND-LEWISTON, ME 0000 1167 ME OXFORD 23017 002 PORTLAND-LEWISTON, ME 0000 1168 ME OXFORD 23017 002 PORTLAND-LEWISTON, ME 0000 1169 ME OXFORD 23017 002 PORTLAND-LEWISTON, ME 0000 1171 ME WALDO 23027 001 BANGOR, ME 0000 1172 ME WALDO 23027 001 BANGOR, ME 0000 1173 ME WALDO 23027 001 BANGOR, ME 0000 1175 ME KNOX 23013 002 PORTLAND-LEWISTON, ME 0000 1176 ME KNOX 23013 002 PORTLAND-LEWISTON, ME 0000 1180 ME KENNEBEC 23011 002 PORTLAND-LEWISTON, ME 0000 1181 ME KENNEBEC 23011 002 PORTLAND-LEWISTON, ME 0000 1182 ME KENNEBEC 23011 002 PORTLAND-LEWISTON, ME 0000 1183 ME ANDROSCOGGIN 23001 002 PORTLAND-LEWISTON, ME 4243 1184 ME ANDROSCOGGIN 23001 002 PORTLAND-LEWISTON, ME 4243 1186 ME LINCOLN 23015 002 PORTLAND-LEWISTON, ME 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 17 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 1187 ME LINCOLN 23015 002 PORTLAND-LEWISTON, ME 0000 1188 ME SAGADAHOC 23023 002 PORTLAND-LEWISTON, ME 0000 1191 ME CUMBERLAND 23005 002 PORTLAND-LEWISTON, ME 6403 1192 ME CUMBERLAND 23005 002 PORTLAND-LEWISTON, ME 6403 1193 ME CUMBERLAND 23005 002 PORTLAND-LEWISTON, ME 6403 1195 ME YORK 23031 002 PORTLAND-LEWISTON, ME 0000 1196 ME YORK 23031 002 PORTLAND-LEWISTON, ME 0000 1197 ME YORK 23031 002 PORTLAND-LEWISTON, ME 0000 1201 NH COOS 33007 003 BURLINGTON, VT 0000 1202 NH COOS 33007 003 BURLINGTON, VT 0000 1203 NH COOS 33007 003 BURLINGTON, VT 0000 1204 NH COOS 33007 003 BURLINGTON, VT 0000 1211 NH CARROLL 33003 004 BOSTON, MA 0000 1212 NH CARROLL 33003 004 BOSTON, MA 0000 1221 NH GRAFTON 33009 003 BURLINGTON, VT 0000 1222 NH GRAFTON 33009 003 BURLINGTON, VT 0000 1223 NH GRAFTON 33009 003 BURLINGTON, VT 0000 1231 NH BELKNAP 33001 004 BOSTON, MA 0000 1241 NH STRAFFORD 33017 004 BOSTON, MA 6453 1251 NH MERRIMACK 33013 004 BOSTON, MA 0000 1252 NH MERRIMACK 33013 004 BOSTON, MA 0000 1253 NH MERRIMACK 33013 004 BOSTON, MA 0000 1261 NH SULLIVAN 33019 003 BURLINGTON, VT 0000 1271 NH ROCKINGHAM 33015 004 BOSTON, MA 6453 1272 NH ROCKINGHAM 33015 004 BOSTON, MA 6453 1273 NH ROCKINGHAM 33015 004 BOSTON, MA 6453 1274 NH ROCKINGHAM 33015 004 BOSTON, MA 6453 1281 NH HILLSBOROUGH 33011 004 BOSTON, MA 4763 1282 NH HILLSBOROUGH 33011 004 BOSTON, MA 4763 1283 NH HILLSBOROUGH 33011 004 BOSTON, MA 4763 1284 NH HILLSBOROUGH 33011 004 BOSTON, MA 4763 1291 NH CHESHIRE 33005 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 0000 1292 NH CHESHIRE 33005 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 0000 1311 VT ESSEX 50009 003 BURLINGTON, VT 0000 1312 VT ESSEX 50009 003 BURLINGTON, VT 0000 1313 VT CALEDONIA 50005 003 BURLINGTON, VT 0000 1314 VT CALEDONIA 50005 003 BURLINGTON, VT 0000 1321 VT ORLEANS 50019 003 BURLINGTON, VT 0000 1322 VT ORLEANS 50019 003 BURLINGTON, VT 0000 1323 VT LAMOILLE 50015 003 BURLINGTON, VT 0000 1325 VT WASHINGTON 50023 003 BURLINGTON, VT 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 1s B111INC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 1326 VT WASHINGTON 50023 003 BURLINGTON, VT 0000 1331 VT FRANKLIN 50011 003 BURLINGTON, VT 0000 1332 VT FRANKLIN 50011 003 BURLINGTON, VT 0000 1336 VT GRAND ISLE 50013 003 BURLINGTON, VT 1303 1337 VT CHITTENDEN 50007 003 BURLINGTON, VT 1303 1338 VT CHITTENDEN 50007 003 BURLINGTON, VT 1303 1341 VT ORANGE 50017 003 BURLINGTON, VT 0000 1342 VT ORANGE 50017 003 BURLINGTON, VT 0000 1343 VT ORANGE 50017 003 BURLINGTON, VT 0000 1351 VT ADDISON 50001 003 BURLINGTON, VT 0000 1352 VT ADDISON 50001 003 BURLINGTON, VT 0000 1353 VT ADDISON 50001 003 BURLINGTON, VT 0000 1361 VT WINDSOR 50027 003 BURLINGTON, VT 0000 1362 VT WINDSOR 50027 003 BURLINGTON, VT 0000 1363 VT WINDSOR 50027 003 BURLINGTON, VT 0000 1371 VT RUTLAND 50021 003 BURLINGTON, VT 0000 1372 VT RUTLAND 50021 003 BURLINGTON, VT 0000 1373 VT RUTLAND 50021 003 BURLINGTON, VT 0000 1381 VT WINDHAM 50025 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 0000 1382 VT WINDHAM 50025 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 0000 1391 VT BENNINGTON 50003 007 ALBANY-SCHENECTADY-TROY, NY 0000 1392 VT BENNINGTON 50003 007 ALBANY-SCHENECTADY-TROY, NY 0000 1401 MA ESSEX 25009 004 BOSTON, MA 1123 1402 MA ESSEX 25009 004 BOSTON, MA 1123 1403 MA ESSEX 25009 004 BOSTON, MA 1123 1404 MA ESSEX 25009 004 BOSTON, MA 1123 1411 MA MIDDLESEX 25017 004 BOSTON, MA 1123 1412 MA MIDDLESEX 25017 004 BOSTON, MA 1123 1413 MA MIDDLESEX 25017 004 BOSTON, MA 1123 1414 MA MIDDLESEX 25017 004 BOSTON, MA 1123 1415 MA MIDDLESEX 25017 004 BOSTON, MA 1123 1416 MA MIDDLESEX 25017 004 BOSTON, MA 1123 1417 MA MIDDLESEX 25017 004 BOSTON, MA 1123 1418 MA MIDDLESEX 25017 004 BOSTON, MA 1123 1419 MA SUFFOLK 25025 004 BOSTON, MA 1123 1420 MA SUFFOLK 25025 004 BOSTON, MA 1123 1421 MA SUFFOLK 25025 004 BOSTON, MA 1123 1422 MA SUFFOLK 25025 004 BOSTON, MA 1123 1423 MA SUFFOLK 25025 004 BOSTON, MA 1123 1431 MA NORFOLK 25021 004 BOSTON, MA 1123 1432 MA NORFOLK 25021 004 BOSTON, MA 1123 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 19 B111INe CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 1433 MA NORFOLK 25021 004 BOSTON, MA 1123 1434 MA NORFOLK 25021 004 BOSTON, MA 1123 1435 MA NORFOLK 25021 004 BOSTON, MA 1123 1437 MA PLYMOUTH 25023 004 BOSTON, MA 1123 1438 MA PLYMOUTH 25023 004 BOSTON, MA 1123 1439 MA PLYMOUTH 25023 004 BOSTON, MA 1123 1441 MA BRISTOL 25005 004 BOSTON, MA 5403 1442 MA BRISTOL 25005 004 BOSTON, MA 5403 1443 MA BRISTOL 25005 004 BOSTON, MA 5403 1445 MA BARNSTABLE 25001 004 BOSTON, MA 0000 1446 MA BARNSTABLE 25001 004 BOSTON, MA 0000 1447 MA BARNSTABLE 25001 004 BOSTON, MA 0000 1448 MA DUKES 25007 004 BOSTON, MA 0000 1449 MA NANTUCKET 25019 004 BOSTON, MA 0000 1451 MA WORCESTER 25027 004 BOSTON, MA 9243 1452 MA WORCESTER 25027 004 BOSTON, MA 9243 1453 MA WORCESTER 25027 004 BOSTON, MA 9243 1454 MA WORCESTER 25027 004 BOSTON, MA 9243 1455 MA WORCESTER 25027 004 BOSTON, MA 9243 1456 MA WORCESTER 25027 004 BOSTON, MA 9243 1457 MA WORCESTER 25027 004 BOSTON, MA 9243 1461 MA FRANKLIN 25011 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 0000 1462 MA FRANKLIN 25011 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 0000 1463 MA FRANKLIN 25011 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 0000 1471 MA HAMPSHIRE 25015 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 8003 1472 MA HAMPSHIRE 25015 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 8003 1473 MA HAMPSHIRE 25015 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 8003 1481 MA HAMPDEN 25013 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 8003 1482 MA HAMPDEN 25013 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 8003 1483 MA HAMPDEN 25013 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 8003 1491 MA BERKSHIRE 25003 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 6323 1492 MA BERKSHIRE 25003 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 6323 1493 MA BERKSHIRE 25003 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 6323 1494 MA BERKSHIRE 25003 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 6323 1511 RI PROVIDENCE 44007 005 PROVIDENCE-WARWICK-PAWTUCKET, RI 6483 1512 RI PROVIDENCE 44007 005 PROVIDENCE-WARWICK-PAWTUCKET, RI 6483 1521 RI BRISTOL 44001 005 PROVIDENCE-WARWICK-PAWTUCKET, RI 6483 1531 RI KENT 44003 005 PROVIDENCE-WARWICK-PAWTUCKET, RI 6483 1541 RI NEWPORT 44005 005 PROVIDENCE-WARWICK-PAWTUCKET, RI 0000 1551 RI WASHINGTON 44009 005 PROVIDENCE-WARWICK-PAWTUCKET, RI 6483 1552 RI WASHINGTON 44009 005 PROVIDENCE-WARWICK-PAWTUCKET, RI 6483 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 20 RIVINC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 1611 CT WINDHAM 09015 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 0000 1612 CT WINDHAM 09015 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 0000 1621 CT TOLLAND 09013 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 3283 1622 CT TOLLAND 09013 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 3283 1631 CT HARTFORD 09003 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 3283 1632 CT HARTFORD 09003 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 3283 1633 CT HARTFORD 09003 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 3263 1634 CT HARTFORD 09003 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 3283 1641 CT LITCHFIELD 09005 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 0000 1642 CT LITCHFIELD 09005 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 0000 1643 CT LITCHFIELD 09005 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 0000 1644 CT LITCHFIELD 09005 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 0000 1651 CT NEW LONDON 09011 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 5523 1652 CT NEW LONDON 09011 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 5523 1653 CT NEW LONDON 09011 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 5523 1661 CT MIDDLESEX 09007 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 3283 1662 CT MIDDLESEX 09007 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 3283 1671 CT NEW HAVEN 09009 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 5483 1672 CT NEW HAVEN 09009 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 5483 1673 CT NEW HAVEN 09009 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 5483 1674 CT NEW HAVEN 09009 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 5483 1675 CT NEW HAVEN 09009 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 5483 1676 CT NEW HAVEN 09009 006 HARTFORD-NEW HAVEN-SPRINGFLD, CT-MA 5483 1681 CT FAIRFIELD 09001 012 NEW YORK, NY 1169 1682 CT FAIRFIELD 09001 012 NEW YORK, NY 1169 1683 CT FAIRFIELD 09001 012 NEW YORK, NY 1169 1684 CT FAIRFIELD 09001 012 NEW YORK, NY 1169 1701 NY CLINTON 36019 007 ALBANY-SCHENECTADY-TROY, NY 0000 1702 NY CLINTON 36019 007 ALBANY-SCHENECTADY-TROY, NY 0000 1703 NY FRANKLIN 36033 008 SYRACUSE-UTICA, NY 0000 1704 NY FRANKLIN 36033 008 SYRACUSE-UTICA, NY 0000 1705 NY ST LAWRENCE 36089 008 SYRACUSE-UTICA, NY 0000 1706 NY ST LAWRENCE 36089 008 SYRACUSE-UTICA, NY 0000 1707 NY ST LAWRENCE 36089 008 SYRACUSE-UTICA, NY 0000 1,711 NY ESSEX 36031 007 ALBANY-SCHENECTADY-TROY, NY 0000 1712 NY ESSEX 36031 007 ALBANY-SCHENECTADY-TROY, NY 0000 1714 NY WARREN 36113 007 ALBANY-SCHENECTADY-TROY, NY 2975 1715 NY WASHINGTON 36115 007 ALBANY-SCHENECTADY-TROY, NY 2975 1716 NY WASHINGTON 36115 007 ALBANY-SCHENECTADY-TROY, NY 2975 1717 NY SARATOGA 36091 007 ALBANY-SCHENECTADY-TROY, NY 0160 1719 NY SCHENECTADY 36093 007 ALBANY-SCHENECTADY-TROY, NY 0160 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 21 RAILING CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BKA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 1721 NY HAMILTON 36041 007 ALBANY-SCHENECTADY-TROY, NY 0000 1722 NY HAMILTON 36041 007 ALBANY-SCHENECTADY-TROY, NY 0000 1724 NY FULTON 36035 007 ALBANY-SCHENECTADY-TROY, NY 0000 1725 NY MONTGOMERY 36057 007 ALBANY-SCHENECTADY-TROY, NY 0160 1727 NY HERKIMER 36043 008 SYRACUSE-UTICA, NY 8680 1728 NY HERKIMER 36043 008 SYRACUSE-UTICA, NY 8680 1731 NY RENSSELAER 36083 007 ALBANY-SCHENECTADY-TROY, NY 0160 1732 NY RENSSELAER 36083 007 ALBANY-SCHENECTADY-TROY, NY 0160 1733 NY ALBANY 36001 007 ALBANY-SCHENECTADY-TROY, NY 0160 1734 NY ALBANY 36001 007 ALBANY-SCHENECTADY-TROY, NY 0160 1735 NY SCHOHARIE 36095 007 ALBANY-SCHENECTADY-TROY, NY 0000 1736 NY SCHOHARIE 36095 007 ALBANY-SCHENECTADY-TROY, NY 0000 1737 NY OTSEGO 36077 011 BINGHAMTON-ELMIRA, NY 0000 1738 NY OTSEGO 36077 011 BINGHAMTON-ELMIRA, NY 0000 1741 NY COLUMBIA 36021 007 ALBANY-SCHENECTADY-TROY, NY 0000 1742 NY COLUMBIA 36021 007 ALBANY-SCHENECTADY-TROY, NY 0000 1743 NY GREENE 36039 007 ALBANY-SCHENECTADY-TROY, NY 0160 1745 NY DELAWARE 36025 011 BINGHAMTON-ELMIRA, NY 0000 1746 NY DELAWARE 36025 011 BINGHAMTON-ELMIRA, NY 0000 1751 NY DUTCHESS 36027 012 NEW YORK, NY 6460 1752 NY DUTCHESS 36027 012 NEW YORK, NY 6460 1753 NY ULSTER 36111 012 NEW YORK, NY 0000 1754 NY ULSTER 36111 012 NEW YORK, NY 0000 1756 NY SULLIVAN 36105 012 NEW YORK, NY 0000 1757 NY SULLIVAN 36105 012 NEW YORK, NY 0000 1761 NY PUTNAM 36079 012 NEW YORK, NY 5600 1765 NY ORANGE 36071 012 NEW YORK, NY 5950 1766 NY ORANGE 36071 012 NEW YORK, NY 5950 1771 NY ROCKLAND 36087 012 NEW YORK, NY 5600 1775 NY WESTCHESTER 36119 012 NEW YORK, NY 5600 1776 NY WESTCHESTER 36119 012 NEW YORK, NY 5600 1780 NY IC NEW YORK 36901 012 NEW YORK, NY 0000 1781 NY BRONX 36005 012 NEW YORK, NY 5600 1783 NY NEW YORK 36061 012 NEW YORK, NY 5600 1784 NY NEW YORK 36061 012 NEW YORK, NY 5600 1785 NY QUEENS 36081 012 NEW YORK, NY 5600 1786 NY QUEENS 36081 012 NEW YORK, NY 5600 1787 NY KINGS 36047 012 NEW YORK, NY 5600 1788 NY KINGS 36047 012 NEW YORK, NY 5600 1789 NY RICHMOND 36085 012 NEW YORK, NY 5600 1791 NY NASSAU 36059 012 NEW YORK, NY 5380 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 22 B111INC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 1792 NY NASSAU 36059 012 NEW YORK, NY 5380 1794 NY SUFFOLK 36103 012 NEW YORK, NY 5380 1795 NY SUFFOLK 36103 012 NEW YORK, NY 5380 1796 NY SUFFOLK 36103 012 NEW YORK, NY 5380 1797 NY SUFFOLK 36103 012 NEW YORK, NY 5380 1811 NY JEFFERSON 36045 008 SYRACUSE-UTICA, NY 0000 1812 NY JEFFERSON 36045 008 SYRACUSE-UTICA, NY 0000 1813 NY LEWIS 36049 008 SYRACUSE-UTICA, NY 0000 1814 NY LEWIS 36049 008 SYRACUSE-UTICA, NY 0000 1815 NY OSWEGO 36075 008 SYRACUSE-UTICA, NY 8160 1816 NY OSWEGO 36075 008 SYRACUSE-UTICA, NY 8160 1817 NY ONEIDA 36065 008 SYRACUSE-UTICA, NY 8680 1818 NY ONEIDA 36065 008 SYRACUSE-UTICA, NY 8680 1821 NY MADISON 36053 008 SYRACUSE-UTICA, NY 8160 1823 NY ONONDAGA 36067 008 SYRACUSE-UTICA, NY 8160 1824 NY ONONDAGA 36067 008 SYRACUSE-UTICA, NY 8160 1827 NY CAYUGA 36011 008 SYRACUSE-UTICA, NY 0000 1828 NY CAYUGA 36011 008 SYRACUSE-UTICA, NY 0000 1831 NY WAYNE 36117 009 ROCHESTER, NY 6840 1833 NY MONROE 36055 009 ROCHESTER, NY 6840 1834 NY MONROE 36055 009 ROCHESTER, NY 6840 1835 NY SENECA 36099 009 ROCHESTER, NY 0000 1837 NY ONTARIO 36069 009 ROCHESTER, NY 6840 1839 NY YATES 36123 009 ROCHESTER, NY 0000 1841 NY ORLEANS 36073 009 ROCHESTER, NY 6840 1843 NY GENESEE 36037 009 ROCHESTER, NY 0000 1845 NY LIVINGSTON 36051 009 ROCHESTER, NY 6840 1847 NY WYOMING 36121 010 BUFFALO, NY 0000 1851 NY NIAGARA 36063 010 BUFFALO, NY 5700 1853 NY ERIE 36029 010 BUFFALO, NY 1280 1854 NY ERIE 36029 010 BUFFALO, NY 1280 1855 NY ERIE 36029 010 BUFFALO, NY 1280 1861 NY CHENANGO 36017 Oil BINGHAMTON-ELMIRA, NY 0000 1863 NY CORTLAND 36023 008 SYRACUSE-UTICA, NY 0000 1865 NY TOMPKINS 36109 Oil BINGHAMTON-ELMIRA, NY 0000 1871 NY BROOME 36007 011 BINGHAMTON-ELMIRA, NY 0960 1872 NY BROOME 36007 Oil BINGHAMTON-ELMIRA, NY 0960 1873 NY TIOGA 36107 Oil BINGHAMTON-ELMIRA, NY 0960 1875 NY SCHUYLER 36097 Oil BINGHAMTON-ELMIRA, NY 0000 1877 NY CHEMUNG 36015 011 BINGHAMTON-ELMIRA, NY 2335 1881 NY STEUBEN 36101 Oil BINGHAMTON-ELMIRA, NY 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 23 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 1882 NY STEUBEN 36101 011 BINGHAMTON-ELMIRA, NY 0000 1885 NY ALLEGANY 36003 010 BUFFALO, NY 0000 1886 NY ALLEGANY 36003 010 BUFFALO, NY 0000 1891 NY CATTARAUGUS 36009 010 BUFFALO, NY 0000 1892 NY CATTARAUGUS 36009 010 BUFFALO, NY 0000 1895 NY CHAUTAUQUA 36013 010 BUFFALO, NY 0000 1896 NY CHAUTAUQUA 36013 010 BUFFALO, NY 0000 1901 NJ SUSSEX 34037 012 NEW YORK, NY 5640 1902 NJ SUSSEX 34037 012 NEW YORK, NY 5640 1909 NJ PASSAIC 34031 012 NEW YORK, NY 0675 1910 NJ PASSAIC 34031 012 NEW YORK, NY 0875 1911 NJ BERGEN 34003 012 NEW YORK, NY 0875 1912 NJ BERGEN 34003 012 NEW YORK, NY 0875 1914 NJ HUDSON 34017 012 NEW YORK, NY 3640 1915 NJ HUDSON 34017 012 NEW YORK, NY 3640 1916 NJ ESSEX 34013 012 NEW YORK, NY 5640 1917 NJ ESSEX 34013 012 NEW YORK, NY 5640 1918 NJ UNION 34039 012 NEW YORK, NY 5640 1919 NJ UNION 34039 012 NEW YORK, NY 5640 1921 NJ MORRIS 34027 012 NEW YORK, NY 5640 1922 NJ MORRIS 34027 012 NEW YORK, NY 5640 1925 NJ WARREN 34041 018 PHILADELPHIA, PA 0240 1931 NJ SOMERSET 34035 012 NEW YORK, NY 5015 1932 NJ SOMERSET 34035 012 NEW YORK, NY 5015 1935 NJ HUNTERDON 34019 012 NEW YORK, NY 5015 1936 NJ HUNTERDON 34019 012 NEW YORK, NY 5015 1941 NJ MIDDLESEX 34023 012 NEW YORK, NY 5015 1942 NJ MIDDLESEX 34023 012 NEW YORK, NY 5015 1945 NJ MERCER 34021 018 PHILADELPHIA, PA 8480 1951 NJ MONMOUTH 34025 012 NEW YORK, NY 5190 1952 NJ MONMOUTH 34025 012 NEW YORK, NY 5190 1953 NJ MONMOUTH 34025 012 NEW YORK, NY 5190 1960 NJ OCEAN 34029 012 NEW YORK, NY 5190 1961 NJ OCEAN 34029 012 NEW YORK, NY 5190 1962 NJ OCEAN 34029 012 NEW YORK, NY 5190 1971 NJ BURLINGTON 34005 018 PHILADELPHIA, PA 6160 1972 NJ BURLINGTON 34005 018 PHILADELPHIA, PA 6160 1981 NJ CAMDEN 34007 018 PHILADELPHIA, PA 6160 1982 NJ CAMDEN 34007 018 PHILADELPHIA, PA 6160 1985 NJ GLOUCESTER 34015 018 PHILADELPHIA, PA 6160 1986 NJ GLOUCESTER 34015 018 PHILADELPHIA, PA 6160 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 24 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 1987 NJ SALEM 34033 018 PHILADELPHIA, PA 9160 1991 NJ ATLANTIC 34001 018 PHILADELPHIA, PA 0560 1993 NJ CUMBERLAND 34011 018 PHILADELPHIA, PA 8760 1995 NJ CAPE MAY 34009 018 PHILADELPHIA, PA 0560 2001 PA WAYNE 42127 013 SCRANTON-WILKES-BARRE, PA 0000 2002 PA WAYNE 42127 013 SCRANTON-WILKES-BARRE, PA 0000 2003 PA SUSQUEHANNA 42115 011 BINGHAMTON-ELMIRA, NY 0000 2006 PA LACKAWANNA 42069 013 SCRANTON-WILKES-BARRE, PA 7560 2008 PA WYOMING 42131 013 SCRANTON-WILKES-BARRE, PA 7560 2011 PA BRADFORD 42015 Oil BINGHAMTON-ELMIRA, NY 0000 2012 PA BRADFORD 42015 011 BINGHAMTON-ELMIRA, NY 0000 2013 PA TIOGA 42117 Oil BINGHAMTON-ELMIRA, NY 0000 2016 PA SULLIVAN 42113 014 WILLIAMSPORT, PA 0000 2017 PA LYCOMING 42081 014 WILLIAMSPORT, PA 9140 2021 PA PIKE 42103 012 NEW YORK, NY 0000 2022 PA MONROE 42089 013 SCRANTON-WILKES-BARRE, PA 7560 2024 PA LUZERNE 42079 013 SCRANTON-WILKES-BARRE, PA 7560 2025 PA LUZERNE 42079 013 SCRANTON-WILKES-BARRE, PA 7560 2026 PA LUZERNE 42079 013 SCRANTON-WILKES-BARRE, PA 7560 2027 PA LUZERNE 42079 013 SCRANTON-WILKES-BARRE, PA 7560 2028 PA CARBON 42025 018 PHILADELPHIA, PA 0240 2031 PA COLUMBIA 42037 013 SCRANTON-WILKES-BARRE, PA 7560 2035 PA MONTOUR 42093 014 WILLIAMSPORT, PA 0000 2037 PA NORTHUMBERLAND 42097 014 WILLIAMSPORT, PA 0000 2038 PA NORTHUMBERLAND 42097 014 WILLIAMSPORT, PA 0000 2041 PA NORTHAMPTON 42095 018 PHILADELPHIA, PA 0240 2042 PA NORTHAMPTON 42095 018 PHILADELPHIA, PA 0240 2043 PA LEHIGH 42077 018 PHILADELPHIA, PA 0240 2044 PA LEHIGH 42077 018 PHILADELPHIA, PA 0240 2045 PA SCHUYLKILL 42107 018 PHILADELPHIA, PA 0000 2046 PA SCHUYLKILL 42107 018 PHILADELPHIA, PA 0000 2047 PA BERKS 42011 018 PHILADELPHIA, PA 6680 2048 PA BERKS 42011 018 PHILADELPHIA, PA 6680 2049 PA BERKS 42011 018 PHILADELPHIA, PA 6680 2051 PA UNION 42119 014 WILLIAMSPORT, PA 0000 2053 PA SNYDER 42109 014 WILLIAMSPORT, PA 0000 2056 PA MIFFLIN 42087 017 HARRISBURG-YORK-LANCASTER, PA 0000 2058 PA JUNIATA 42067 017 HARRISBURG-YORK-LANCASTER, PA 0000 2061 PA LEBANON 42075 017 HARRISBURG-YORK-LANCASTER, PA 3240 2062 PA DAUPHIN 42043 017 HARRISBURG-YORK-LANCASTER, PA 3240 2063 PA PERRY 42099 017 HARRISBURG-YORK-LANCASTER, PA 3240 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 25 B111INc CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 2065 PA PERRY 42099 017 HARRISBURG-YORK-LANCASTER, PA 3240 2067 PA CUMBERLAND 42041 017 HARRISBURG-YORK-LANCASTER, PA 3240 2068 PA CUMBERLAND 42041 017 HARRISBURG-YORK-LANCASTER, PA 3240 2070 PA BUCKS 42017 018 PHILADELPHIA, PA 6160 2071 PA BUCKS 42017 018 PHILADELPHIA, PA 6160 2072 PA BUCKS 42017 018 PHILADELPHIA, PA 6160 2073 PA BUCKS 42017 018 PHILADELPHIA, PA 6160 2074 PA MONTGOMERY 42091 018 PHILADELPHIA, PA 6160 2075 PA MONTGOMERY 42091 018 PHILADELPHIA, PA 6160 2076 PA MONTGOMERY 42091 018 PHILADELPHIA, PA 6160 2077 PA MONTGOMERY 42091 018 PHILADELPHIA, PA 6160 2078 PA PHILADELPHIA 42101 018 PHILADELPHIA, PA 6160 2079 PA PHILADELPHIA 42101 018 PHILADELPHIA, PA 6160 2082 PA DELAWARE 42045 018 PHILADELPHIA, PA 6160 2064 PA DELAWARE 42045 018 PHILADELPHIA, PA 6160 2085 PA DELAWARE 42045 018 PHILADELPHIA, PA 6160 2086 PA CHESTER 42029 018 PHILADELPHIA, PA 6160 2087 PA CHESTER 42029 018 PHILADELPHIA, PA 6160 2088 PA CHESTER 42029 018 PHILADELPHIA, PA 6160 2090 PA LANCASTER 42071 017 HARRISBURG-YORK-LANCASTER, PA 4000 2091 PA LANCASTER 42071 017 HARRISBURG-YORK-LANCASTER, PA 4000 2092 PA LANCASTER 42071 017 HARRISBURG-YORK-LANCASTER, PA 4000 2093 PA LANCASTER 42071 017 HARRISBURG-YORK-LANCASTER, PA 4000 2094 PA YORK 42133 017 HARRISBURG-YORK-LANCASTER, PA 9280 2095 PA YORK 42133 017 HARRISBURG-YORK-LANCASTER, PA 9280 2096 PA ADAMS 42001 017 HARRISBURG-YORK-LANCASTER, PA 9280 2097 PA FRANKLIN 42055 017 HARRISBURG-YORK-LANCASTER, PA 0000 2101 PA POTTER 42105 010 BUFFALO, NY 0000 2102 PA POTTER 42105 010 BUFFALO, NY 0000 2103 PA MCKEAN 42083 010 BUFFALO, NY 0000 2104 PA MCKEAN 42083 010 BUFFALO, NY 0000 2106 PA CAMERON 42023 014 WILLIAMSPORT, PA 0000 2107 PA ELK 42047 014 WILLIAMSPORT, PA 0000 2108 PA ELK 42047 014 WILLIAMSPORT, PA 0000 2111 PA CLINTON 42035 014 WILLIAMSPORT, PA 0000 2112 PA CLINTON 42035 014 WILLIAMSPORT, PA 0000 2114 PA CENTRE 42027 014 WILLIAMSPORT, PA 8050 2115 PA CENTRE 42027 014 WILLIAMSPORT, PA 8050 2116 PA CLEARFIELD 42033 014 WILLIAMSPORT, PA 0000 2117 PA CLEARFIELD 42033 014 WILLIAMSPORT, PA 0000 2118 PA CLEARFIELD 42033 014 WILLIAMSPORT, PA 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 26 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 2121 PA HUNTINGDON 42061 017 HARRISBURG-YORK-LANCASTER, PA 0000 2122 PA HUNTINGDON 42061 017 HARRISBURG-YORK-LANCASTER, PA 0000 2124 PA BLAIR 42013 016 PITTSBURGH, PA 0280 2126 PA FULTON 42057 017 HARRISBURG-YORK-LANCASTER, PA 0000 2128 PA BEDFORD 42009 016 PITTSBURGH, PA 0000 2129 PA BEDFORD 42009 016 PITTSBURGH, PA 0000 2131 PA WARREN 42123 015 ERIE, PA 0000 2132 PA WARREN 42123 015 ERIE, PA 0000 2134 PA FOREST 42053 015 ERIE, PA 0000 2135 PA JEFFERSON 42065 014 WILLIAMSPORT, PA 0000 2136 PA JEFFERSON 42065 014 WILLIAMSPORT, PA 0000 2138 PA CLARION 42031 015 ERIE, PA 0000 2139 PA CLARION 42031 015 ERIE, PA 0000 2141 PA ERIE 42049 015 ERIE, PA 2360 2142 PA ERIE 42049 015 ERIE, PA 2360 2144 PA CRAWFORD 42039 015 ERIE, PA 0000 2145 PA CRAWFORD 42039 015 ERIE, PA 0000 2147 PA VENANGO 42121 015 ERIE, PA 0000 2148 PA MERCER 42085 064 YOUNGSTOWN-WARREN, OH 7610 2149 PA MERCER 42085 064 YOUNGSTOWN-WARREN, OH 7610 2151 PA CAMBRIA 42021 016 PITTSBURGH, PA 3680 2152 PA CAMBRIA 42021 016 PITTSBURGH, PA 3680 2153 PA CAMBRIA 42021 016 PITTSBURGH, PA 3680 2154 PA INDIANA 42063 016 PITTSBURGH, PA 0000 2155 PA INDIANA 42063 016 PITTSBURGH, PA 0000 2156 PA INDIANA 42063 016 PITTSBURGH, PA 0000 2157 PA ARMSTRONG 42005 016 PITTSBURGH, PA 0000 2158 PA ARMSTRONG 42005 016 PITTSBURGH, PA 0000 2161 PA BUTLER 42019 016 PITTSBURGH, PA 0000 2162 PA BUTLER 42019 016 PITTSBURGH, PA 0000 2164 PA LAWRENCE 42073 064 YOUNGSTOWN-WARREN, OH 0000 2166 PA BEAVER 42007 016 PITTSBURGH, PA 0845 2171 PA SOMERSET 42111 016 PITTSBURGH, PA 3680 2172 PA SOMERSET 42111 016 PITTSBURGH, PA 3680 2173 PA SOMERSET 42111 016 PITTSBURGH, PA 3680 2175 PA WESTMORELAND 42129 016 PITTSBURGH, PA 6280 2176 PA WESTMORELAND 42129 016 PITTSBURGH, PA 6280 2177 PA WESTMORELAND 42129 016 PITTSBURGH, PA 6280 2181 PA ALLEGHENY 42003 016 PITTSBURGH, PA 6280 2183 PA ALLEGHENY 42003 016 PITTSBURGH, PA 6280 2185 PA ALLEGHENY 42003 016 PITTSBURGH, PA 6280 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 27 B1111#9 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 2187 PA ALLEGHENY 42003 016 PITTSBURGH, PA 6280 2188 PA ALLEGHENY 42003 016 PITTSBURGH, PA 6280 2191 PA FAYETTE 42051 016 PITTSBURGH, PA 6280 2192 PA FAYETTE 42051 016 PITTSBURGH, PA 6280 2193 PA FAYETTE 42051 016 PITTSBURGH, PA 6280 2195 PA WASHINGTON 42125 016 PITTSBURGH, PA 6280 2196 PA WASHINGTON 42125 016 PITTSBURGH, PA 6280 2197 PA WASHINGTON 42125 016 PITTSBURGH, PA 6280 2198 PA GREENE 42059 016 PITTSBURGH, PA 0000 2199 PA GREENE 42059 016 PITTSBURGH, PA 0000 2210 DE NEW CASTLE 10003 018 PHILADELPHIA, PA 9160 2211 DE NEW CASTLE 10003 018 PHILADELPHIA, PA 9160 2212 DE NEW CASTLE 10003 018 PHILADELPHIA, PA 9160 2213 DE NEW CASTLE 10003 018 PHILADELPHIA, PA 9160 2221 DE KENT 10001 018 PHILADELPHIA, PA 0000 2231 DE SUSSEX 10005 018 PHILADELPHIA, PA 0000 2232 DE SUSSEX 10005 018 PHILADELPHIA, PA 0000 2311 MD CECIL 24015 018 PHILADELPHIA, PA 9160 2314 MD HARFORD 24025 019 BALTIMORE, MD 0720 2315 MD HARFORD 24025 019 BALTIMORE, MD 0720 2317 MD KENT 24029 019 BALTIMORE, MD 0000 2321 MD BALTIMORE 24005 019 BALTIMORE, MD 0720 2322 MD BALTIMORE 24005 019 BALTIMORE, MD 0720 2323 MD BALTIMORE 24005 019 BALTIMORE, MD 0720 2324 MD BALTIMORE 24005 019 BALTIMORE, MD 0720 2327 MD CARROLL 24013 019 BALTIMORE, MD 0720 2328 MD CARROLL 24013 019 BALTIMORE, MD 0720 2332 MD FREDERICK 24021 020 WASHINGTON, DC 8840 2333 MD FREDERICK 24021 020 WASHINGTON, DC 8840 2334 MD WASHINGTON 24043 020 WASHINGTON, DC 3180 2335 MD WASHINGTON 24043 020 WASHINGTON, DC 3180 2336 MD ALLEGANY 24001 016 PITTSBURGH, PA 1900 2337 MD ALLEGANY 24001 016 PITTSBURGH, PA 1900 2338 MD GARRETT 24023 016 PITTSBURGH, PA 0000 2340 MD IC BALTIMORE 24510 019 BALTIMORE, MD 0720 2341 MD IC BALTIMORE 24510 019 BALTIMORE, MD 0720 2351 MD QUEEN ANNES 24035 019 BALTIMORE, MD 0720 2354 MD CAROLINE 24011 019 BALTIMORE, MD 0000 2357 MD TALBOT 24041 019 BALTIMORE, MD 0000 2363 MD HOWARD 24027 019 BALTIMORE, MD 0720 2367 MD ANNE ARUNDEL 24003 019 BALTIMORE, MD 0720 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 28 BJ111NC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 2368 MD ANNE ARUNDEL 24003 019 BALTIMORE, MD 0720 2372 MD MONTGOMERY 24031 020 WASHINGTON, DC 8840 2373 MD MONTGOMERY 24031 020 WASHINGTON, DC 8840 2374 MD MONTGOMERY 24031 020 WASHINGTON, DC 8840 2377 MD PRINCE GEORGES 24033 020 WASHINGTON, DC 8840 2378 MD PRINCE GEORGES 24033 020 WASHINGTON, DC 8840 2379 MD PRINCE GEORGES 24033 020 WASHINGTON, DC 8840 2382 MD DORCHESTER 24019 019 BALTIMORE, MD 0000 2384 MD WICOMICO 24045 019 BALTIMORE, MD 0000 2386 MD WORCESTER 24047 019 BALTIMORE, MD 0000 2388 MD SOMERSET 24039 019 BALTIMORE, MD 0000 2391 MD CALVERT 24009 020 WASHINGTON, DC 0000 2394 MD CHARLES 24017 020 WASHINGTON, DC 8840 2397 MD ST MARYS 24037 020 WASHINGTON, DC 0000 2400 DC WASH DC 11001 020 WASHINGTON, DC 8840 2501 VA ARLINGTON 51013 020 WASHINGTON, DC 8840 2502 VA IC FALLS CHURCH 51610 020 WASHINGTON, DC 8840 2503 VA IC ALEXANDRIA 51510 020 WASHINGTON, DC 8840 2504 VA IC FAIRFAX 51600 020 WASHINGTON, DC 8840 2506 VA FAIRFAX 51059 020 WASHINGTON, DC 8840 2507 VA FAIRFAX 51059 020 WASHINGTON, DC 8840 2508 VA FAIRFAX 51059 020 WASHINGTON, DC 8840 2509 VA FAIRFAX 51059 020 WASHINGTON, DC 8840 2510 VA FAIRFAX 51059 020 WASHINGTON, DC 8840 2515 VA LOUDOUN 51107 020 WASHINGTON, DC 8840 2516 VA LOUDOUN 51107 020 WASHINGTON, DC 8840 2517 VA PRINCE WILLIAM 51153 020 WASHINGTON, DC 8840 2516 VA FAUQUIER 51061 020 WASHINGTON, DC 0000 2519 VA STAFFORD 51179 020 WASHINGTON, DC 8840 2520 VA IC MANASSAS 51683 020 WASHINGTON, DC 0000 2521 VA RAPPAHANNOCK 51157 020 WASHINGTON, DC 0000 2522 VA CULPEPER 51047 020 WASHINGTON, DC 0000 2523 VA MADISON 51159 022 RICHMOND, VA 0000 2524 VA IC FREDERICKSBURG 51177 020 WASHINGTON, DC 0000 2525 VA IC MANASSAS PARK 51685 020 WASHINGTON, DC 0000 2526 VA SPOTSYLVANIA 51177 020 WASHINGTON, DC 0000 2527 VA ORANGE 51137 022 RICHMOND, VA 0000 2528 VA GREENE 51079 022 RICHMOND, VA 0000 2529 VA CAROLINE 51033 022 RICHMOND, VA 0000 2531 VA CLARKE 51043 020 WASHINGTON, DC 0000 2532 VA FREDERICK 51069 020 WASHINGTON, DC 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 29 B411INe CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 2533 VA IC WINCHESTER 51069 020 WASHINGTON, DC 0000 2534 VA WARREN 51187 020 WASHINGTON, DC 0000 2536 VA SHENANDOAH 51171 020 WASHINGTON, DC 0000 2537 VA PAGE 51139 020 WASHINGTON, DC 0000 2538 VA ROCKINGHAM 51165 021 ROANOKE-LYNCHBURG, VA 0000 2539 VA IC HARRISONBURG 51165 021 ROANOKE-LYNCHBURG, VA 0000 2542 VA ACCOMACK 51001 019 BALTIMORE, MD 0000 2547 VA NORTHAMPTON 51131 019 BALTIMORE, MD 0000 2551 VA KING GEORGE 51099 020 WASHINGTON, DC 0000 2552 VA WESTMORELAND 51193 020 WASHINGTON, DC 0000 2553 VA ESSEX 51057 022 RICHMOND, VA 0000 2554 VA RICHMOND 51159 022 RICHMOND, VA 0000 2555 VA NORTHUMBERLAND 51133 022 RICHMOND, VA 0000 2556 VA LANCASTER 51103 022 RICHMOND, VA 0000 2557 VA MIDDLESEX 51119 023 NORFOLK, VA 5680 2558 VA GLOUCESTER 51073 023 NORFOLK, VA 0000 2559 VA MATHEWS 51115 023 NORFOLK, VA 0000 2561 VA KING 6 QUEEN 51097 022 RICHMOND, VA 0000 2562 VA KING WILLIAM 51101 022 RICHMOND, VA 0000 2563 VA NEW KENT 51127 022 RICHMOND, VA 6760 2564 VA CHARLES CITY 51036 022 RICHMOND, VA 6760 2565 VA JAMES CITY 51095 023 NORFOLK-VIRGINIA BCH-NEWPT NEWS, VA 5720 2566 VA IC WILLIAMSBURG 51095 023 NORFOLK-VIRGINIA BCH-NEWPT NEWS, VA 5720 2567 VA YORK 51199 023 NORFOLK-VIRGINIA BCH-NEWPT NEWS, VA 5720 2568 VA IC NEWPORT NEWS 51700 023 NORFOLK-VIRGINIA BCH-NEWPT NEWS, VA 5720 2569 VA IC HAMPTON 51650 023 NORFOLK-VIRGINIA BCH-NEWPT NEWS, VA 5720 2570 VA IC POQUOSON 51735 022 RICHMOND, VA 0000 2571 VA HANOVER 51085 022 RICHMOND, VA 6760 2572 VA LOUISA 51109 022 RICHMOND, VA 0000 2573 VA HENRICO 51087 022 RICHMOND, VA 6760 2574 VA GOOCHLAND 51075 022 RICHMOND, VA 6760 2575 VA IC RICHMOND 51087 022 RICHMOND, VA 6760 2576 VA CHESTERFIELD 51041 022 RICHMOND, VA 6760 2577 VA POWHATAN 51145 022 RICHMOND, VA 6760 2578 VA CUMBERLAND 51049 022 RICHMOND, VA 0000 2581 VA FLUVANNA 51065 022 RICHMOND, VA 1540 2582 VA BUCKINGHAM 51029 022 RICHMOND, VA 0000 2583 VA ALBEMARLE 51003 022 RICHMOND, VA 1540 2584 VA IC CHARLOTTESVILLE 51003 022 RICHMOND, VA 1540 2585 VA NELSON 51125 021 ROANOKE-LYNCHBURG, VA 0000 2586 VA AUGUSTA 51015 021 ROANOKE-LYNCHBURG, VA 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 30 RIII/Ne CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 2587 VA IC STAUNTON 51015 021 ROANOKE-LYNCHBURG, VA 0000 2588 VA IC WAYNESBORO 51015 021 ROANOKE-LYNCHBURG, VA 0000 2589 VA HIGHLAND 51091 021 ROANOKE-LYNCHBURG, VA 0000 2590 VA IC LEXINGTON 51678 021 ROANOKE-LYNCHBURG, VA 0000 2591 VA AMHERST 51009 021 ROANOKE-LYNCHBURG, VA 4640 2592 VA ROCKBRIDGE 51163 021 ROANOKE-LYNCHBURG, VA 0000 2593 VA IC BUENA VISTA 51530 021 ROANOKE-LYNCHBURG, VA 0000 2594 VA BATH 51017 021 ROANOKE-LYNCHBURG, VA 0000 2595 VA IC CLIFTON FORGE 51005 021 ROANOKE-LYNCHBURG, VA 0000 2596 VA ALLEGHANY 51005 021 ROANOKE-LYNCHBURG, VA 0000 2597 VA IC COVINGTON 51005 021 ROANOKE-LYNCHBURG, VA 0000 2598 VA BOTETOURT 51023 021 ROANOKE-LYNCHBURG, VA 6800 2599 VA CRAIG 51045 021 ROANOKE-LYNCHBURG, VA 6800 2610 VA IC NORFOLK 51710 023 NORFOLK-VIRGINIA BCH-NEWPT NEWS, VA 5720 2611 VA IC PORTSMOUTH 51710 023 NORFOLK-VIRGINIA BCH-NEWPT NEWS, VA 5720 2612 VA IC CHESAPEAKE 51710 023 NORFOLK-VIRGINIA BCH-NEWPT NEWS, VA 5720 2613 VA IC VIRGINIA BEACH 51810 023 NORFOLK-VIRGINIA BCH-NEWPT NEWS, VA 5720 2615 VA IC SUFFOLK 51123 023 NORFOLK-VIRGINIA BCH-NEWPT NEWS, VA 5720 2617 VA ISLE OF WIGHT 51093 023 NORFOLK-VIRGINIA BCH-NEWPT NEWS, VA 0000 2618 VA IC FRANKLIN 51175 023 NORFOLK-VIRGINIA BCH-NEWPT NEWS, VA 0000 2619 VA SOUTHAMPTON 51175 023 NORFOLK-VIRGINIA BCH-NEWPT NEWS, VA 0000 2621 VA SURRY 51181 023 NORFOLK, VA 0000 2622 VA SUSSEX 51183 022 RICHMOND, VA 0000 2623 VA PRINCE GEORGE 51149 022 RICHMOND, VA 6760 2624 VA IC HOPEWELL 51149 022 RICHMOND, VA 6760 2625 VA IC COLONIAL HEIGHTS 51041 022 RICHMOND, VA 6760 2626 VA IC PETERSBURG 51041 022 RICHMOND, VA 6760 2627 VA DINWIDDIE 51053 022 RICHMOND, VA 6760 2628 VA AMELIA 51007 022 RICHMOND, VA 0000 2629 VA NOTTOWAY 51135 022 RICHMOND, VA 0000 2630 VA IC EMPORIA 51081 022 RICHMOND, VA 0000 2631 VA GREENSVILLE 51081 022 RICHMOND, VA 0000 2633 VA BRUNSWICK 51025 022 RICHMOND, VA 0000 2635 VA LUNENBURG 51111 022 RICHMOND, VA 0000 2637 VA PRINCE EDWARD 51147 022 RICHMOND, VA 0000 2639 VA CHARLOTTE 51037 022 RICHMOND, VA 0000 2641 VA APPOMATTOX 51011 021 ROANOKE-LYNCHBURG, VA 0000 2642 VA CAMPBELL 51031 021 ROANOKE-LYNCHBURG, VA 4640 2643 VA IC LYNCHBURG 51031 021 ROANOKE-LYNCHBURG, VA 4640 2644 VA BEDFORD 51019 021 ROANOKE-LYNCHBURG, VA 0000 2645 VA IC BEDFORD 51019 021 ROANOKE-LYNCHBURG, VA 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 31 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 2646 VA IC ROANOKE 51161 021 ROANOKE-LYNCHBURG, VA 6800 2647 VA IC SALEM 51161 021 ROANOKE-LYNCHBURG, VA 6800 2648 VA ROANOKE 51161 021 ROANOKE-LYNCHBURG, VA 6800 2649 VA MONTGOMERY 51121 021 ROANOKE-LYNCHBURG, VA 0000 2651 VA MECKLENBURG 51117 022 RICHMOND, VA 0000 2653 VA HALIFAX 51083 022 RICHMOND, VA 0000 2655 VA IC SOUTH BOSTON 51083 022 RICHMOND, VA 0000 2657 VA PITTSYLVANIA 51143 021 ROANOKE-LYNCHBURG, VA 1950 2659 VA IC DANVILLE 51143 021 ROANOKE-LYNCHBURG, VA 1950 2661 VA FRANKLIN 51067 021 ROANOKE-LYNCHBURG, VA 0000 2662 VA FLOYD 51063 021 ROANOKE-LYNCHBURG, VA 0000 2663 VA HENRY 51089 021 ROANOKE-LYNCHBURG, VA 0000 2664 VA IC MARTINSVILLE 51089 021 ROANOKE-LYNCHBURG, VA 0000 2666 VA PATRICK 51141 021 ROANOKE-LYNCHBURG, VA 0000 2667 VA CARROLL 51035 021 ROANOKE-LYNCHBURG, VA 0000 2666 VA IC GALAX 51640 021 ROANOKE-LYNCHBURG, VA 0000 2669 VA GRAYSON 51077 021 ROANOKE-LYNCHBURG, VA 0000 2671 VA GILES 51071 021 ROANOKE-LYNCHBURG, VA 0000 2672 VA IC RADFORD 51121 021 ROANOKE-LYNCHBURG, VA 0000 2673 VA PULASKI 51155 021 ROANOKE-LYNCHBURG, VA 0000 2674 VA BLAND 51021 021 ROANOKE-LYNCHBURG, VA 0000 2675 VA WYTHE 51197 021 ROANOKE-LYNCHBURG, VA 0000 2677 VA SMYTH 51173 052 JOHNSON CTY-KINGSPT-BRISTOL, TN-VA 0000 2678 VA WASHINGTON 51191 052 JOHNSON CTY-KINGSPT-BRISTOL, TN-VA 3660 2679 VA IC BRISTOL 51191 052 JOHNSON CTY-KINGSPT-BRISTOL, TN-VA 3660 2682 VA TAZEWELL 51185 052 JOHNSON CTY-KINGSPT-BRISTOL, TN-VA 0000 2684 VA BUCHANAN 51027 052 JOHNSON CTY-KINGSPT-BRISTOL, TN-VA 0000 2686 VA RUSSELL 51167 052 JOHNSON CTY-KINGSPT-BRISTOL, TN-VA 0000 2688 VA DICKENSON 51051 052 JOHNSON CTY-KINGSPT-BRISTOL, TN-VA 0000 2692 VA WISE 51195 052 JOHNSON CTY-KINGSPT-BRISTOL, TN-VA 0000 2694 VA IC NORTON 51720 052 JOHNSHON CITY-KINGSPORT-BRISTOL,TN-VA 0000 2696 VA SCOTT 51169 052 JOHNSON CTY-KINGSPT-BRISTOL, TN-VA 3660 2698 VA LEE 51105 052 JOHNSON CTY-KINGSPT-BRISTOL, TN-VA 0000 2711 WV JEFFERSON 54037 020 WASHINGTON, DC 0000 2712 WV BERKELEY 54003 020 WASHINGTON, DC 0000 2714 WV MORGAN 54065 020 WASHINGTON, DC 0000 2716 WV HAMPSHIRE 54027 020 WASHINGTON, DC 0000 2717 WV MINERAL 54057 016 PITTSBURGH, PA 1900 2718 WV GRANT 54023 020 WASHINGTON, DC 0000 2719 WV HARDY 54031 020 WASHINGTON, DC 0000 2721 WV HANCOCK 54029 063 WHEELING-STEUBENVIL-WIERTON, WV-OH 8080 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 32 B111INC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 2723 WV BROOKE 54009 063 WHEELING-STEUBENVIL-WIERTON, WV-OH 8080 2726 WV OHIO 54069 063 WHEELING-STEUBENVIL-WIERTON, WV-OH 9000 2729 WV MARSHALL 54051 063 WHEELING-STEUBENVI L-WI ERTON, WV-OH 9000 2730 WV PRESTON 54077 061 MORGANTOWN-FAIRMONT, WV 0000 2731 WV PRESTON 54077 061 MORGANTOWN-FAIRMONT, WV 0000 2732 WV MONONGALIA 54061 061 MORGANTOWN-FAIRMONT, WV 0000 2733 WV MONONGALIA 54061 061 MORGANTOWN-FAIRMONT, WV 0000 2734 WV WETZEL 54103 063 WHEELING-STEUBENVIL-WIERTON, WV-OH 0000 2735 WV MARION 54049 061 MORGANTOWN-FAIRMONT, WV 0000 2736 WV MARION 54049 061 MORGANTOWN-FAIRMONT, WV 0000 2737 WV TAYLOR 54091 061 MORGANTOWN-FAIRMONT, WV 0000 2738 WV TAYLOR 54091 061 MORGANTOWN-FAIRMONT, WV 0000 2739 WV HARRISON 54033 061 MORGANTOWN-FAIRMONT, WV 0000 2741 WV DODDRIDGE 54017 061 MORGANTOWN-FAIRMONT, WV 0000 2743 WV TYLER 54095 063 WHEELING-STEUBENVIL-WIERTON, WV-OH 0000 2744 WV PLEASANTS 54073 062 PARKERSBURG, WV 0000 2745 WV RITCHIE 54085 062 PARKERSBURG, WV 0000 2746 WV WOOD 54107 062 PARKERSBURG, WV 6020 2748 WV WIRT 54105 062 PARKERSBURG, WV 6020 2751 WV TUCKER 54093 061 MORGANTOWN-FAIRMONT, WV 0000 2753 WV BARBOUR 54001 061 MORGANTOWN-FAIRMONT, WV 0000 2754 WV BARBOUR 54001 061 MORGANTOWN-FAIRMONT, WV 0000 2755 WV PENDLETON 54071 021 ROANOKE-LYNCHBURG, VA 0000 2757 WV RANDOLPH 54083 061 MORGANTOWN-FAIRMONT, WV 0000 2758 WV RANDOLPH 54083 061 MORGANTOWN-FAIRMONT, WV 0000 2759 WV POCAHONTAS 54075 060 CHARLESTON, WV 0000 2761 WV UPSHUR 54097 061 MORGANTOWN-FAIRMONT, WV 0000 2762 WV UPSHUR 54097 061 MORGANTOWN-FAIRMONT, WV 0000 2763 WV LEWIS 54041 061 MORGANTOWN-FAIRMONT, WV 0000 2765 WV GILMER 54021 060 CHARLESTON, WV 0000 2766 WV BRAXTON 54007 060 CHARLESTON, WV 0000 2768 WV CALHOUN 54013 060 CHARLESTON, WV 0000 2769 WV WEBSTER 54101 060 CHARLESTON, WV 0000 2771 WV ROANE 54087 060 CHARLESTON, WV 0000 2772 WV JACKSON 54035 060 CHARLESTON, WV 0000 2773 WV MASON 54053 059 HUNTINGTON, WV 0000 2774 WV CLAY 54015 060 CHARLESTON, WV 0000 2775 WV KANAWHA 54039 060 CHARLESTON, WV 1480 2776 WV KANAWHA 54039 060 CHARLESTON, WV 1480 2777 WV PUTNAM 54079 060 CHARLESTON, WV 1480 2778 WV CABELL 54011 059 HUNTINGTON, WV 3400 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 33 BJ111N9 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 2780 WV GREENBRIER 54025 060 CHARLESTON, WV 0000 2781 WV GREENBRIER 54025 060 CHARLESTON, WV 0000 2782 WV NICHOLAS 54067 060 CHARLESTON, WV 0000 2783 WV FAYETTE 54019 060 CHARLESTON, WV 0000 2784 WV FAYETTE 54019 060 CHARLESTON, WV 0000 2785 WV MONROE 54063 060 CHARLESTON, WV 0000 2786 WV SUMMERS 54089 060 CHARLESTON, WV 0000 2787 WV RALEIGH 54081 060 CHARLESTON, WV 0000 2788 WV RALEIGH 54081 060 CHARLESTON, WV 0000 2789 WV MERCER 54055 052 JOHNSON CTY-KINGSPT-BRISTOL, TN-VA 0000 2791 WV LINCOLN 54043 059 HUNTINGTON, WV 0000 2792 WV WAYNE 54099 059 HUNTINGTON, WV 3400 2793 WV BOONE 54005 060 CHARLESTON, WV 0000 2794 WV BOONE 54005 060 CHARLESTON, WV 0000 2795 WV LOGAN 54045 059 HUNTINGTON, WV 0000 2796 WV LOGAN 54045 059 HUNTINGTON, WV 0000 2797 WV MINGO 54059 059 HUNTINGTON, WV 0000 2798 WV WYOMING 54109 060 CHARLESTON, WV 0000 2799 WV MCDOWELL 54047 052 JOHNSON CTY-KINGSPT-BRISTOL, TN-VA 0000 2811 KY GREENUP 21089 059 HUNTINGTON, WV 3400 2812 KY LEWIS 21135 067 CINCINNATI, OH 0000 2814 KY BOYD 21019 059 HUNTINGTON, WV 3400 2815 KY CARTER 21043 059 HUNTINGTON, WV 3400 2817 KY LAWRENCE 21127 059 HUNTINGTON, WV 0000 2818 KY ELLIOTT 21063 059 HUNTINGTON, WV 0000 2819 KY ROWAN 21205 059 HUNTINGTON, WV 0000 2821 KY MASON 21161 067 CINCINNATI, OH 0000 2822 KY BRACKEN 21023 067 CINCINNATI, OH 0000 2824 KY CAMPBELL 21037 067 CINCINNATI, OH 1640 2825 KY PENDLETON 21191 067 CINCINNATI, OH 0000 2826 KY FLEMING 21069 067 CINCINNATI, OH 0000 2827 KY ROBERTSON 21201 067 CINCINNATI, OH 0000 2828 KY HARRISON 21097 058 LEXINGTON, KY 0000 2829 KY NICHOLAS 21181 058 LEXINGTON, KY 0000 2831 KY KENTON 21117 067 CINCINNATI, OH 1640 2833 KY BOONE 21015 067 CINCINNATI, OH 1640 2834 KY GRANT 21081 067 CINCINNATI, OH 0000 2835 KY GALLATIN 21077 067 CINCINNATI, OH 0000 2836 KY CARROLL 21041 067 CINCINNATI, OH 0000 2837 KY TRIMBLE 21223 057 LOUISVILLE, KY 0000 2838 KY OWEN 21187 067 CINCINNATI, OH 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 34 B111INC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 2839 KY HENRY 21103 057 LOUISVILLE, KY 0000 2840 KY MARTIN 21159 059 HUNTINGTON, WV 0000 2841 KY PIKE 21195 059 HUNTINGTON, WV 0000 2842 KY PIKE 21195 059 HUNTINGTON, WV 0000 2843 KY JOHNSON 21115 059 HUNTINGTON, WV 0000 2844 KY FLOYD 21071 059 HUNTINGTON, WV 0000 2845 KY MAGOFFIN 21153 058 LEXINGTON, KY 0000 2846 KY MORGAN 21175 058 LEXINGTON, KY 0000 2847 KY WOLFE 21237 058 LEXINGTON, KY 0000 2848 KY MENIFEE 21165 058 LEXINGTON, KY 0000 2849 KY POWELL 21197 058 LEXINGTON, KY 0000 2851 KY BATH 21011 058 LEXINGTON, KY 0000 2853 KY BOURBON 21017 058 LEXINGTON, KY 4280 2855 KY SCOTT 21209 058 LEXINGTON, KY 4280 2856 KY MONTGOMERY 21173 058 LEXINGTON, KY 0000 2857 KY CLARK 21049 058 LEXINGTON, KY 4280 2858 KY FAYETTE 21067 058 LEXINGTON, KY 4280 2861 KY WOODFORD 21239 058 LEXINGTON, KY 4260 2862 KY FRANKLIN 21073 058 LEXINGTON, KY 0000 2863 KY SHELBY 21211 057 LOUISVILLE, KY 4520 2864 KY OLDHAM 21185 057 LOUISVILLE, KY 4520 2865 KY JEFFERSON 21111 057 LOUISVILLE, KY 4520 2866 KY JEFFERSON 21111 057 LOUISVILLE, KY 4520 2867 KY ANDERSON 21005 058 LEXINGTON, KY 0000 2868 KY SPENCER 21215 057 LOUISVILLE, KY 0000 2869 KY BULLITT 21029 057 LOUISVILLE, KY 4520 2871 KY KNOTT 21119 058 LEXINGTON, KY 0000 2873 KY BREATHITT 21025 058 LEXINGTON, KY 0000 2874 KY LEE 21129 058 LEXINGTON, KY 0000 2875 KY LETCHER 21133 058 LEXINGTON, KY 0000 2876 KY LETCHER 21133 058 LEXINGTON, KY 0000 2877 KY PERRY 21193 058 LEXINGTON, KY 0000 2878 KY PERRY 21193 058 LEXINGTON, KY 0000 2879 KY OWSLEY 21189 058 LEXINGTON, KY 0000 2881 KY ESTILL 21065 058 LEXINGTON, KY 0000 2882 KY MADISON 21151 058 LEXINGTON, KY 0000 2884 KY JESSAMINE 21113 058 LEXINGTON, KY 4280 2885 KY GARRARD 21079 058 LEXINGTON, KY 0000 2887 KY JACKSON 21109 058 LEXINGTON, KY 0000 2888 KY ROCKCASTLE 21203 058 LEXINGTON, KY 0000 2889 KY LINCOLN 21137 058 LEXINGTON, KY 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 35 RIII/Ne CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 2891 KY MERCER 21167 058 LEXINGTON, KY 0000 2893 KY WASHINGTON 21229 057 LOUISVILLE, KY 0000 2895 KY NELSON 21179 057 LOUISVILLE, KY 0000 2897 KY BOYLE 21021 058 LEXINGTON, KY 0000 2899 KY MARION 21155 057 LOUISVILLE, KY 0000 2911 KY LESLIE 21131 058 LEXINGTON, KY 0000 2912 KY CLAY 21051 058 LEXINGTON, KY 0000 2913 KY LAUREL 21125 053 KNOXVILLE, TN 0000 2914 KY HARLAN 21095 053 KNOXVILLE, TN 0000 2915 KY HARLAN 21095 053 KNOXVILLE, TN 0000 2916 KY BELL 21013 053 KNOXVILLE, TN 0000 2917 KY BELL 21013 053 KNOXVILLE, TN 0000 2918 KY KNOX 21121 053 KNOXVILLE, TN 0000 2919 KY WHITLEY 21235 053 KNOXVILLE, TN 0000 2921 KY PULASKI 21199 058 LEXINGTON, KY 0000 2923 KY CASEY 21045 058 LEXINGTON, KY 0000 2924 KY RUSSELL 21207 058 LEXINGTON, KY 0000 2925 KY MCCREARY 21147 053 KNOXVILLE, TN 0000 2927 KY WAYNE 21231 053 KNOXVILLE, TN 0000 2929 KY CLINTON 21053 054 NASHVILLE, TN 0000 2931 KY TAYLOR 21217 058 LEXINGTON, KY 0000 2933 KY GREEN 21087 058 LEXINGTON, KY 0000 2934 KY ADAIR 21001 058 LEXINGTON, KY 0000 2935 KY METCALFE 21169 054 NASHVILLE, TN 0000 2937 KY CUMBERLAND 21057 054 NASHVILLE, TN 0000 2939 KY MONROE 21171 054 NASHVILLE, TN 0000 2941 KY MEADE 21163 057 LOUISVILLE, KY 0000 2943 KY LARUE 21123 057 LOUISVILLE, KY 0000 2944 KY HARDIN 21093 057 LOUISVILLE, KY 0000 2945 KY BRECKINRIDGE 21027 057 LOUISVILLE, KY 0000 2946 KY GRAYSON 21085 057 LOUISVILLE, KY 0000 2947 KY HART 21099 057 LOUISVILLE, KY 0000 2951 KY BARREN 21009 054 NASHVILLE, TN 0000 2953 KY EDMONSON 21061 054 NASHVILLE, TN 0000 2954 KY BUTLER 21031 054 NASHVILLE, TN 0000 2955 KY WARREN 21227 054 NASHVILLE, TN 0000 2957 KY ALLEN 21003 054 NASHVILLE, TN 0000 2959 KY SIMPSON 21213 054 NASHVILLE, TN 0000 2961 KY HANCOCK 21091 080 EVANSVILLE, IN 0000 2962 KY DAVIESS 21059 080 EVANSVILLE, IN 5990 2964 KY HENDERSON 21101 080 EVANSVILLE, IN 2440 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 36 B111INC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 2965 KY UNION 21225 080 EVANSVILLE, IN 0000 2967 KY OHIO 21183 080 EVANSVILLE, IN 0000 2968 KY MCLEAN 21149 080 EVANSVILLE, IN 0000 2969 KY WEBSTER 21233 080 EVANSVILLE, IN 0000 2971 KY MUHLENBERG 21177 080 EVANSVILLE, IN 0000 2973 KY HOPKINS 21107 080 EVANSVILLE, IN 0000 2975 KY LOGAN 21141 054 NASHVILLE, TN 0000 2977 KY TODD 21219 054 NASHVILLE, TN 0000 2979 KY CHRISTIAN 21047 054 NASHVILLE, TN 1660 2981 KY CRITTENDEN 21055 056 PADUCAH, KY 0000 2983 KY CALDWELL 21033 056 PADUCAH, KY 0000 2984 KY LYON 21143 056 PADUCAH, KY 0000 2985 KY LIVINGSTON 21139 056 PADUCAH, KY 0000 2987 KY TRIGG 21221 054 NASHVILLE, TN 0000 2988 KY MARSHALL 21157 056 PADUCAH, KY 0000 2989 KY CALLOWAY 21035 056 PADUCAH, KY 0000 2992 KY MCCRACKEN 21145 056 PADUCAH, KY 0000 2994 KY BALLARD 21007 056 PADUCAH, KY 0000 2995 KY GRAVES 21083 056 PADUCAH, KY 0000 2997 KY CARLISLE 21039 056 PADUCAH, KY 0000 2998 KY HICKMAN 21105 056 PADUCAH, KY 0000 2999 KY FULTON 21075 056 PADUCAH, KY 0000 3011 MI CHIPPEWA 26033 072 SAGINAW-BAY CITY, MI 0000 3015 MI LUCE 26095 072 SAGINAW-BAY CITY, MI 0000 3019 MI MACKINAC 26097 072 SAGINAW-BAY CITY, MI 0000 3031 MI SCHOOLCRAFT 26153 094 APLETON-GREEN BAY-OSHKOSH, WI 0000 3035 MI ALGER 26003 094 APLETON-GREEN BAY-OSHKOSH, WI 0000 3039 MI DELTA 26041 094 APLETON-GREEN BAY-OSHKOSH, WI 0000 3051 MI MARQUETTE 26103 094 APLETON-GREEN BAY-OSHKOSH, WI 0000 3052 MI MARQUETTE 26103 094 APLETON-GREEN BAY-OSHKOSH, WI 0000 3055 MI MENOMINEE 26109 094 APLETON-GREEN BAY-OSHKOSH, WI 0000 3059 MI DICKINSON 26043 094 APLETON-GREEN BAY-OSHKOSH, WI 0000 3072 MI KEWEENAW 26083 094 APPLETON-GREEN BAY-OSHKOSH, WI 0000 3074 MI BARAGA 26013 094 APLETON-GREEN BAY-OSHKOSH, WI 0000 3076 MI HOUGHTON 26061 094 APLETON-GREEN BAY-OSHKOSH, WI 0000 3078 MI IRON 26071 094 APLETON-GREEN BAY-OSHKOSH, WI 0000 3093 MI ONTONAGON 26131 095 DULUTH, MN 0000 3097 MI GOGEBIC 26053 095 DULUTH, MN 0000 3111 MI PRESQUE ISLE 26141 072 SAGINAW-BAY CITY, MI 0000 3112 MI CHEBOYGAN 26031 072 SAGINAW-BAY CITY, MI 0000 3113 MI ALPENA 26007 072 SAGINAW-BAY CITY, MI 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 37 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 3114 MI MONTMORENCY 26119 072 SAGINAW-BAY CITY, MI 0000 3116 MI OTSEGO 26137 072 SAGINAW-BAY CITY, MI 0000 3117 MI ALCONA 26001 072 SAGINAW-BAY CITY, MI 0000 3118 MI OSCODA 26135 072 SAGINAW-BAY CITY, MI 0000 3119 MI CRAWFORD 26039 072 SAGINAW-BAY CITY, MI 0000 3121 MI EMMET 26047 073 GRAND RAPIDS, MI 0000 3122 MI CHARLEVOIX 26029 073 GRAND RAPIDS, MI 0000 3124 MI ANTRIM 26009 073 GRAND RAPIDS, MI 0000 3125 MI LEELANAU 26089 073 GRAND RAPIDS, MI 0000 3126 MI KALKASKA 26079 073 GRAND RAPIDS, MI 0000 3128 MI GRAND TRAVERSE 26055 073 GRAND RAPIDS, MI 0000 3129 MI BENZIE 26019 073 GRAND RAPIDS, MI 0000 3131 MI IOSCO 26069 072 SAGINAW-BAY CITY, MI 0000 3132 MI OGEMAW 26129 072 SAGINAW-BAY CITY, MI 0000 3133 MI ROSCOMMON 26143 072 SAGINAW-BAY CITY, MI 0000 3134 MI ARENAC 26011 072 SAGINAW-BAY CITY, MI 0000 3135 MI GLADWIN 26051 072 SAGINAW-BAY CITY, MI 0000 3136 MI CLARE 26035 072 SAGINAW-BAY CITY, MI 0000 3137 MI BAY 26017 072 SAGINAW-BAY CITY, MI 6960 3138 MI MIDLAND 26111 072 SAGINAW-BAY CITY, MI 6960 3139 MI ISABELLA 26073 072 SAGINAW-BAY CITY, MI 0000 3141 MI MISSAUKEE 26113 073 GRAND RAPIDS, MI 0000 3142 MI WEXFORD 26165 073 GRAND RAPIDS, MI 0000 3143 MI MANISTEE 26101 073 GRAND RAPIDS, MI 0000 3144 MI OSCEOLA 26133 073 GRAND RAPIDS, MI 0000 3145 MI LAKE 26085 073 GRAND RAPIDS, MI 0000 3146 MI MASON 26105 073 GRAND RAPIDS, MI 0000 3147 MI MECOSTA 26107 073 GRAND RAPIDS, MI 0000 3148 MI NEWAYGO 26123 073 GRAND RAPIDS, MI 0000 3149 MI OCEANA 26127 073 GRAND RAPIDS, MI 0000 3151 MI HURON 26063 072 SAGINAW-BAY CITY, MI 0000 3152 MI SANILAC 26151 071 DETROIT, MI 0000 3153 MI TUSCOLA 26157 072 SAGINAW-BAY CITY, MI 0000 3154 MI ST CLAIR 26147 071 DETROIT, MI 2160 3155 MI LAPEER 26087 071 DETROIT, MI 2160 3156 MI GENESEE 26049 071 DETROIT, MI 2640 3157 MI GENESEE 26049 071 DETROIT, MI 2640 3158 MI MACOMB 26099 071 DETROIT, MI 2160 3159 MI OAKLAND 26125 071 DETROIT, MI 2160 3160 MI OAKLAND 26125 071 DETROIT, MI 2160 3161 MI SAGINAW 26145 072 SAGINAW-BAY CITY, MI 6960 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 38 . Rai�r�c CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, IPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 3162 MI SAGINAW 26145 072 SAGINAW-BAY CITY, MI 6960 3163 MI GRATIOT 26057 072 SAGINAW-BAY CITY, MI 0000 3164 MI SHIAWASSEE 26155 071 DETROIT, MI 0000 3165 MI CLINTON 26037 074 LANSING-KALAMAZOO, MI 4040 3166 MI LIVINGSTON 26093 071 DETROIT, MI 2160 3167 MI INGHAM 26065 074 LANSING-KALAMAZOO, MI 4040 3168 MI INGHAM 26065 074 LANSING-KALAMAZOO, MI 4040 3169 MI EATON 26045 074 LANSING-KALAMAZOO, MI 4040 3171 MI MONTCALM 26117 073 GRAND RAPIDS, MI 0000 3172 MI MUSKEGON 26121 073 GRAND RAPIDS, MI 5320 3173 MI IONIA 26067 074 LANSING-KALAMAZOO, MI 0000 3174 MI KENT 26081 073 GRAND RAPIDS, MI 3000 3175 MI KENT 26081 073 GRAND RAPIDS, MI 3000 3176 MI OTTAWA 26139 073 GRAND RAPIDS, MI 3000 3178 MI BARRY 26015 074 LANSING-KALAMAZOO, MI 0000 3179 MI ALLEGAN 26005 073 GRAND RAPIDS, MI 0000 3181 MI WAYNE 26163 071 DETROIT, MI 2160 3182 MI WAYNE 26163 071 DETROIT, MI 2160 3183 MI WAYNE 26163 071 DETROIT, MI 2160 3184 MI WASHTENAW 26161 071 DETROIT, MI 0440 3186 MI JACKSON 26075 074 LANSING-KALAMAZOO, MI 3520 3187 MI MONROE 26115 070 TOLEDO, OH 2160 3188 MI LENAWEE 26091 070 TOLEDO, OH 0000 3189 MI HILLSDALE 26059 074 LANSING-KALAMAZOO, MI 0000 3191 MI CALHOUN 26025 074 LANSING-KALAMAZOO, MI 0780 3192 MI KALAMAZOO 26077 074 LANSING-KALAMAZOO, MI 3720 3193 MI KALAMAZOO 26077 074 LANSING-KALAMAZOO, MI 3720 3194 MI VAN BUREN 26159 074 LANSING-KALAMAZOO, MI 0000 3196 MI BRANCH 26023 074 LANSING-KALAMAZOO, MI 0000 3197 MI ST JOSEPH 26149 075 SOUTH BEND, IN 0000 3198 MI CASS 26027 075 SOUTH BEND, IN 0000 3199 MI BERRIEN 26021 075 SOUTH BEND, IN 0870 3201 WI FLORENCE 55037 094 APLETON-GREEN BAY-OSHKOSH, WI 0000 3204 WI MARINETTE 55075 094 APLETON-GREEN BAY-OSHKOSH, WI 0000 3207 WI FOREST 55041 094 APLETON-GREEN BAY-OSHKOSH, WI 0000 3211 WI VILAS 55125 093 WAUSAU, WI 0000 3212 WI IRON 55051 095 DULUTH, MN 0000 3214 WI ASHLAND 55003 095 DULUTH, MN 0000 3216 WI ONEIDA 55085 093 WAUSAU, WI 0000 3218 WI PRICE 55099 093 WAUSAU, WI 0000 3221 WI BAYFIELD 55007 095 DULUTH, MN 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 39 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 3224 WI SAWYER 55113 092 EAU CLAIRE, WI 0000 3228 WI RUSK 55107 092 EAU CLAIRE, WI 0000 3231 WI DOUGLAS 55031 095 DULUTH, MN 2240 3232 WI WASHBURN 55129 092 EAU CLAIRE, WI 0000 3234 WI BURNETT 55013 096 MINNEAPOLIS-ST. PAUL, MN 0000 3236 WI BARRON 55005 092 EAU CLAIRE, WI 0000 3238 WI POLK 55095 096 MINNEAPOLIS-ST. PAUL, MN 0000 3241 WI DOOR 55029 094 APLETON-GREEN BAY-OSHKOSH, WI 0000 3242 WI OCONTO 55083 094 APLETON-GREEN BAY-OSHKOSH, WI 0000 3245 WI KEWAUNEE 55061 094 APLETON-GREEN BAY-OSHKOSH, WI 0000 3247 WI BROWN 55009 094 APLETON-GREEN BAY-OSHKOSH, WI 3080 3251 WI MENOMINEE 55078 094 APLETON-GREEN BAY-OSHKOSH, WI 0000 3252 WI SHAWANO 55115 094 APLETON-GREEN BAY-OSHKOSH, WI 0000 3255 WI OUTAGAMIE 55087 094 APLETON-GREEN BAY-OSHKOSH, WI 0460 3257 WI WAUPACA 55135 094 APLETON-GREEN BAY-OSHKOSH, WI 0000 3261 WI LANGLADE 55067 093 WAUSAU, WI 0000 3264 WI LINCOLN 55069 093 WAUSAU, WI 0000 3267 WI TAYLOR 55119 093 WAUSAU, WI 0000 3271 WI MARATHON 55073 093 WAUSAU, WI 8940 3272 WI PORTAGE 55097 093 WAUSAU, WI 0000 3274 WI WOOD 55141 093 WAUSAU, WI 0000 3276 WI CLARK 55019 093 WAUSAU, WI 0000 3278 WI JACKSON 55053 091 LA CROSSE, WI 0000 3281 WI CHIPPEWA 55017 092 EAU CLAIRE, WI 2290 3284 WI EAU CLAIRE 55035 092 EAU CLAIRE, WI 2290 3287 WI TREMPEALEAU 55121 091 LA CROSSE, WI 0000 3291 WI DUNN 55033 092 EAU CLAIRE, WI 0000 3292 WI ST CROIX 55109 096 MINNEAPOLIS-ST. PAUL, MN 5120 3294 WI PEPIN 55091 092 EAU CLAIRE, WI 0000 3296 WI PIERCE 55093 096 MINNEAPOLIS-ST. PAUL, MN 0000 3298 WI BUFFALO 55011 091 LA CROSSE, WI 0000 3311 WI MANITOWOC 55071 094 APLETON-GREEN BAY-OSHKOSH, WI 0000 3313 WI CALUMET 55015 094 APLETON-GREEN BAY-OSHKOSH, WI 0460 3315 WI WINNEBAGO 55139 094 APLETON-GREEN BAY-OSHKOSH, WI 0460 3317 WI WAUSHARA 55137 094 APLETON-GREEN BAY-OSHKOSH, WI 0000 3321 WI SHEBOYGAN 55117 089 MILWAUKEE, WI 7620 3323 WI FOND DU LAC 55039 094 APLETON-GREEN BAY-OSHKOSH, WI 0000 3326 WI GREEN LAKE 55047 094 APLETON-GREEN BAY-OSHKOSH, WI 0000 3328 WI MARQUETTE 55077 090 MADISON, WI 0000 3331 WI ADAMS 55001 090 MADISON, WI 0000 3333 WI JUNEAU 55057 091 LA CROSSE, WI 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 40 B111INC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 3336 WI MONROE 55081 091 LA CROSSE, WI 0000 3338 WI LA CROSSE 55063 091 LA CROSSE, WI 3870 3341 WI SAUK 55111 090 MADISON, WI 0000 3343 WI VERNON 55123 091 LA CROSSE, WI 0000 3346 WI RICHLAND 55103 090 MADISON, WI 0000 3348 WI CRAWFORD 55023 098 DUBUQUE, IA 0000 3351 WI OZAUKEE 55089 089 MILWAUKEE, WI 5080 3354 WI WASHINGTON 55131 089 MILWAUKEE, WI 5080 3357 WI DODGE 55027 089 MILWAUKEE, WI 0000 3360 WI MILWAUKEE 55079 089 MILWAUKEE, WI 5080 3361 WI MILWAUKEE 55079 089 MILWAUKEE, WI 5080 3364 WI RACINE 55101 089 MILWAUKEE, WI 6600 3367 WI KENOSHA 55059 083 CHICAGO, IL 3800 3371 WI WAUKESHA 55133 089 MILWAUKEE, WI 5080 3374 WI JEFFERSON 55055 089 MILWAUKEE, WI 0000 3377 WI WALWORTH 55127 089 MILWAUKEE, WI 0000 3382 WI COLUMBIA 55021 090 MADISON, WI 0000 3384 WI DANE 55025 090 MADISON, WI 4720 3385 WI DANE 55025 090 MADISON, WI 4720 3386 WI ROCK 55105 088 ROCKFORD, IL 3620 3388 WI GREEN 55045 090 MADISON, WI 0000 3391 WI IOWA 55049 090 MADISON, WI 0000 3394 WI LAFAYETTE 55065 098 DUBUQUE, IA 0000 3397 WI GRANT 55043 098 DUBUQUE, IA 0000 3412 OH ASHTABULA 39007 065 CLEVELAND, OH 0000 3414 OH LAKE 39085 065 CLEVELAND, OH 1680 3416 OH GEAUGA 39055 065 CLEVELAND, OH 1680 3418 OH CUYAHOGA 39035 065 CLEVELAND, OH 1680 3419 OH CUYAHOGA 39035 065 CLEVELAND, OH 1680 3422 OH LORAIN 39093 065 CLEVELAND, OH 4440 3424 OH ERIE 39043 065 CLEVELAND, OH 0000 3426 OH OTTAWA 39123 070 TOLEDO, OH 0000 3428 OH SANDUSKY 39143 070 TOLEDO, OH 0000 3431 OH LUCAS 39095 070 TOLEDO, OH 8400 3432 OH LUCAS 39095 070 TOLEDO, OH 8400 3434 OH FULTON 39051 070 TOLEDO, OH 8400 3435 OH WILLIAMS 39171 076 FORT WAYNE, IN 0000 3436 OH WOOD 39173 070 TOLEDO, OH 8400 3438 OH HENRY 39069 070 TOLEDO, OH 0000 3439 OH DEFIANCE 39039 076 FORT WAYNE, IN 0000 3441 OH TRUMBULL 39155 064 YOUNGSTOWN-WARREN, OH 9320 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 41 B111INC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 3442 OH MAHONING 39099 064 YOUNGSTOWN-WARREN, OH 9320 3443 OH MAHONING 39099 064 YOUNGSTOWN-WARREN, OH 9320 3444 OH PORTAGE 39133 065 CLEVELAND, OH 0080 3446 OH SUMMIT 39153 065 CLEVELAND, OH 0080 3447 OH SUMMIT 39153 065 CLEVELAND, OH 0080 3448 OH STARK 39151 065 CLEVELAND, OH 1320 3449 OH STARK 39151 065 CLEVELAND, OH 1320 3451 OH MEDINA 39103 065 CLEVELAND, OH 1680 3452 OH HURON 39077 065 CLEVELAND, OH 0000 3453 OH SENECA 39147 070 TOLEDO, OH 0000 3454 OH WAYNE 39169 065 CLEVELAND, OH 0000 3456 OH ASHLAND 39005 065 CLEVELAND, OH 0000 3457 OH RICHLAND 39139 065 CLEVELAND, OH 4800 3458 OH CRAWFORD 39033 065 CLEVELAND, OH 0000 3459 OH WYANDOT 39175 070 TOLEDO, OH 0000 3461 OH HANCOCK 39063 070 TOLEDO, OH 0000 3463 OH PUTNAM 39137 069 LIMA, OH 0000 3464 OH PAULDING 39125 076 FORT WAYNE, IN 0000 3466 OH HARDIN 39065 069 LIMA, OH 0000 3467 OH ALLEN 39003 069 LIMA, OH 4320 3469 OH VAN WERT 39161 069 LIMA, OH 0000 3471 OH COLUMBIANA 39029 064 YOUNGSTOWN-WARREN, OH 0000 3472 OH JEFFERSON 39081 063 WHEELING-STEUBENVIL-WIERTON, WV-OH 8080 3474 OH CARROLL 39019 065 CLEVELAND, OH 1320 3475 OH HARRISON 39067 063 WHEELING-STEUBENVIL-WIERTON, WV-OH 0000 3476 OH TUSCARAWAS 39157 065 CLEVELAND, OH 0000 3478 OH HOLMES 39075 065 CLEVELAND, OH 0000 3479 OH COSHOCTON 39031 065 CLEVELAND, OH 0000 3481 OH KNOX 39083 066 COLUMBUS, OH 0000 3483 OH MORROW 39117 066 COLUMBUS, OH 0000 3485 OH MARION 39101 066 COLUMBUS, OH 0000 3487 OH DELAWARE 39041 066 COLUMBUS, OH 1840 3489 OH UNION 39159 066 COLUMBUS, OH 1840 3491 OH LOGAN 39091 068 DAYTON, OH 0000 3492 OH AUGLAIZE 39011 069 LIMA, OH 4320 3494 OH MERCER 39107 069 LIMA, OH 0000 3495 OH CHAMPAIGN 39021 068 DAYTON, OH 0000 3496 OH SHELBY 39149 068 DAYTON, OH 0000 3498 OH MIAMI 39109 068 DAYTON, OH 2000 3499 OH DARKS 39037 068 DAYTON, OH 0000 3512 OH BELMONT 39013 063 WHEELING-STEUBENVIL-WIERTON, WV-OH 9000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 42 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 3513 OH BELMONT 39013 063 WHEELING-STEUBENVIL-WIERTON, WV-OH 9000 3514 OH GUERNSEY 39059 066 COLUMBUS, OH 0000 3516 OH MONROE 39111 063 WHEELING-STEUBENVIL-WIERTON, WV-OH 0000 3518 OH NOBLE 39121 066 COLUMBUS, OH 0000 3521 OH MUSKINGUM 39119 066 COLUMBUS, OH 0000 3523 OH LICKING 39089 066 COLUMBUS, OH 1840 3525 OH MORGAN 39115 066 COLUMBUS, OH 0000 3527 OH PERRY 39127 066 COLUMBUS, OH 0000 3529 OH FAIRFIELD 39045 066 COLUMBUS, OH 1840 3531 OH FRANKLIN 39049 066 COLUMBUS, OH 1840 3532 OH FRANKLIN 39049 066 COLUMBUS, OH 1840 3534 OH MADISON 39097 066 COLUMBUS, OH 1840 3536 OH PICKAWAY 39129 066 COLUMBUS, OH 1840 3538 OH FAYETTE 39047 066 COLUMBUS, OH 0000 3541 OH CLARK 39023 068 DAYTON, OH 2000 3542 OH CLARK 39023 068 DAYTON, OH 2000 3544 OH GREENE 39057 068 DAYTON, OH 2000 3546 OH MONTGOMERY 39113 068 DAYTON, OH 2000 3547 OH MONTGOMERY 39113 068 DAYTON, OH 2000 3549 OH PREBLE 39135 068 DAYTON, OH 0000 3552 OH WASHINGTON 39167 062 PARKERSBURG, WV 6020 3554 OH ATHENS 39009 066 COLUMBUS, OH 0000 3556 OH MEIGS 39105 066 COLUMBUS, OH 0000 3558 OH GALLIA 39053 059 HUNTINGTON, WV 0000 3562 OH HOCKING 39073 066 COLUMBUS, OH 0000 3564 OH VINTON 39163 066 COLUMBUS, OH 0000 3566 OH JACKSON 39079 066 COLUMBUS, OH 0000 3568 OH LAWRENCE 39087 059 HUNTINGTON, WV 3400 3571 OH ROSS 39141 066 COLUMBUS, OH 0000 3575 OH PIKE 39131 066 COLUMBUS, OH 0000 3579 OH SCIOTO 39145 066 COLUMBUS, OH 0000 3582 OH HIGHLAND 39071 067 CINCINNATI, OH 0000 3584 OH CLINTON 39027 067 CINCINNATI, OH 0000 3586 OH ADAMS 39001 067 CINCINNATI, OH 0000 3588 OH BROWN 39015 067 CINCINNATI, OH 0000 3591 OH WARREN 39165 067 CINCINNATI, OH 1640 3594 OH BUTLER 39017 067 CINCINNATI, OH 3200 3596 OH CLERMONT 39025 067 CINCINNATI, OH 1640 3598 OH HAMILTON 39061 067 CINCINNATI, OH 1640 3599 OH HAMILTON 39061 067 CINCINNATI, OH 1640 3611 IN STEUBEN 18151 076 FORT WAYNE, IN 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 43 B111INe CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 3612 IN LAGRANGE 18087 075 SOUTH BEND, IN 0000 3614 IN DE KALB 18033 076 FORT WAYNE, IN 2760 3615 IN NOBLE 18113 076 FORT WAYNE, IN 0000 3617 IN ALLEN 18003 076 FORT WAYNE, IN 2760 3618 IN ALLEN 18003 076 FORT WAYNE, IN 2760 3619 IN WHITLEY 18183 076 FORT WAYNE, IN 2760 3621 IN ELKHART 18039 075 SOUTH BEND, IN 2330 3623 IN ST JOSEPH 18141 075 SOUTH BEND, IN 7800 3624 IN ST JOSEPH 18141 075 SOUTH BEND, IN 7800 3626 IN KOSCIUSKO 18085 075 SOUTH BEND, IN 0000 3628 IN MARSHALL 18099 075 SOUTH BEND, IN 0000 3629 IN FULTON 18049 075 SOUTH BEND, IN 0000 3631 IN LA PORTE 18091 083 CHICAGO, IL 0000 3632 IN PORTER 18127 083 CHICAGO, IL 2960 3633 IN LAKE 18089 083 CHICAGO, IL 2960 3634 IN LAKE 18089 083 CHICAGO, IL 2960 3635 IN LAKE 18089 083 CHICAGO, IL 2960 3636 IN STARKE 18149 083 CHICAGO, IL 0000 3637 IN PULASKI 18131 083 CHICAGO, IL 0000 3638 IN JASPER 18073 083 CHICAGO, IL 0000 3639 IN NEWTON 18111 083 CHICAGO, IL 0000 3642 IN ADAMS 18001 076 FORT WAYNE, IN 0000 3644 IN WELLS 18179 076 FORT WAYNE, IN 0000 3646 IN JAY 18075 078 ANDERSON-MUNCIE, IN 0000 3648 IN BLACKFORD 18009 078 ANDERSON-MUNCIE, IN 0000 3651 IN HUNTINGTON 18069 076 FORT WAYNE, IN 0000 3653 IN WABASH 18169 077 KOKOMO-MARION, IN 0000 3655 IN MIAMI 18103 077 KOKOMO-MARION, IN 0000 3657 IN GRANT 18053 077 KOKOMO-MARION, IN 0000 3659 IN HOWARD 18067 077 KOKOMO-MARION, IN 3850 3662 IN CASS 18017 077 KOKOMO-MARION, IN 0000 3664 IN WHITE 18181 082 LAFAYETTE, IN 0000 3666 IN CARROLL 18015 082 LAFAYETTE, IN 0000 3668 IN BENTON 18007 082 LAFAYETTE, IN 0000 3671 IN RANDOLPH 18135 078 ANDERSON-MUNCIE, IN 0000 3673 IN DELAWARE 18035 078 ANDERSON-MUNCIE, IN 5280 3675 IN WAYNE 18177 078 ANDERSON-MUNCIE, IN 0000 3676 IN HENRY 18065 078 ANDERSON-MUNCIE, IN 0000 3678 IN MADISON 18095 078 ANDERSON-MUNCIE, IN 0400 3679 IN HANCOCK 18059 079 INDIANAPOLIS, IN 3480 3681 IN TIPTON 18159 077 KOKOMO-MARION, IN 3850 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 44 RAIIINC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 3682 IN CLINTON 18023 082 LAFAYETTE, IN 0000 3684 IN HAMILTON 18057 079 INDIANAPOLIS, IN 3480 3685 IN BOONE 18011 079 INDIANAPOLIS, IN 3480 3687 IN MARION 18097 079 INDIANAPOLIS, IN 3480 3688 IN MARION 18097 079 INDIANAPOLIS, IN 3480 3689 IN HENDRICKS 18063 079 INDIANAPOLIS, IN 3480 3691 IN TIPPECANOE 18157 082 LAFAYETTE, IN 3920 3692 IN WARREN 18171 082 LAFAYETTE, IN 0000 3694 IN MONTGOMERY 18107 082 LAFAYETTE, IN 0000 3695 IN FOUNTAIN 18045 082 LAFAYETTE, IN 0000 3696 IN PUTNAM 18133 079 INDIANAPOLIS, IN 0000 3698 IN PARKE 18121 081 TERRE HAUTE, IN 0000 3699 IN VERMILLION 18165 081 TERRE HAUTE, IN 0000 3711 IN UNION 18161 078 ANDERSON-MUNCIE, IN 0000 3713 IN FAYETTE 18041 078 ANDERSON-MUNCIE, IN 0000 3715 IN RUSH 18139 079 INDIANAPOLIS, IN 0000 3717 IN FRANKLIN 18047 067 CINCINNATI, OH 0000 3719 IN DECATUR 18031 079 INDIANAPOLIS, IN 0000 3721 IN SHELBY 18145 079 INDIANAPOLIS, IN 3480 3723 IN JOHNSON 18081 079 INDIANAPOLIS, IN 3480 3724 IN MORGAN 18109 079 INDIANAPOLIS, IN 3480 3726 IN BARTHOLOMEW 18005 079 INDIANAPOLIS, IN 0000 3727 IN BROWN 18013 079 INDIANAPOLIS, IN 0000 3729 IN MONROE 18105 079 INDIANAPOLIS, IN 1020 3731 IN OWEN 18119 079 INDIANAPOLIS, IN 0000 3732 IN CLAY 18021 081 TERRE HAUTE, IN 8320 3734 IN VIGO 18167 081 TERRE HAUTE, IN 8320 3737 IN GREENE 18055 079 INDIANAPOLIS, IN 0000 3739 IN SULLIVAN 18153 081 TERRE HAUTE, IN 0000 3741 IN DEARBORN 18029 067 CINCINNATI, OH 1640 3743 IN RIPLEY 18137 067 CINCINNATI, OH 0000 3744 IN JENNINGS 18079 079 INDIANAPOLIS, IN 0000 3746 IN OHIO 18115 067 CINCINNATI, OH 0000 3747 IN SWITZERLAND 18155 067 CINCINNATI, OH 0000 3749 IN JEFFERSON 18077 057 LOUISVILLE, KY 0000 3751 IN JACKSON 18071 079 INDIANAPOLIS, IN 0000 3753 IN LAWRENCE 18093 079 INDIANAPOLIS, IN 0000 3754 IN SCOTT 18143 057 LOUISVILLE, KY 0000 3756 IN CLARK 18019 057 LOUISVILLE, KY 4520 3757 IN WASHINGTON 18175 057 LOUISVILLE, KY 0000 3759 IN ORANGE 18117 057 LOUISVILLE, KY 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 45 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 3761 IN MARTIN 18101 079 INDIANAPOLIS, IN 0000 3765 IN DAVIESS 18027 079 INDIANAPOLIS, IN 0000 3769 IN KNOX 18083 080 EVANSVILLE, IN 0000 3772 IN FLOYD 18043 057 LOUISVILLE, KY 4520 3774 IN HARRISON 18061 057 LOUISVILLE, KY 4520 3776 IN CRAWFORD 18025 057 LOUISVILLE, KY 0000 3778 IN PERRY 18123 080 EVANSVILLE, IN 0000 3782 IN DUBOIS 18037 080 EVANSVILLE, IN 0000 3784 IN PIKE 18125 080 EVANSVILLE, IN 0000 3786 IN SPENCER 18147 080 EVANSVILLE, IN 0000 3788 IN WARRICK 18173 080 EVANSVILLE, IN 2440 3791 IN GIBSON 18051 080 EVANSVILLE, IN 0000 3794 IN VANDERBURGH 18163 080 EVANSVILLE, IN 2440 3795 IN VANDERBURGH 18163 080 EVANSVILLE, IN 2440 3799 IN POSEY 18129 080 EVANSVILLE, IN 2440 3800 IL COOK 17031 083 CHICAGO, IL 1600 3802 IL COOK 17031 083 CHICAGO, IL 1600 3803 IL COOK 17031 083 CHICAGO, IL 1600 3804 IL COOK 17031 083 CHICAGO, IL 1600 3806 IL COOK 17031 083 CHICAGO, IL 1600 3810 IL COOK 17031 063 CHICAGO, IL 1600 3811 IL COOK 17031 083 CHICAGO, IL 1600 3812 IL COOK 17031 083 CHICAGO, IL 1600 3813 IL COOK 17031 083 CHICAGO, IL 1600 3814 IL COOK 17031 083 CHICAGO, IL 1600 3815 IL LAKE 17097 083 CHICAGO, IL 3965 3816 IL LAKE 17097 083 CHICAGO, IL 3965 3817 IL LAKE 17097 083 CHICAGO, IL 3965 3818 IL DU PAGE 17043 083 CHICAGO, IL 1600 3819 IL DU PAGE 17043 083 CHICAGO, IL 1600 3820 IL DU PAGE 17043 083 CHICAGO, IL 1600 3821 IL MCHENRY 17111 083 CHICAGO, IL 1600 3822 IL MCHENRY 17111 083 CHICAGO, IL 1600 3823 IL KANE 17089 083 CHICAGO, IL 0620 3824 IL KANE 17089 083 CHICAGO, IL 0620 3825 IL BOONE 17007 088 ROCKFORD, IL 6860 3826 IL DE KALB 17037 083 CHICAGO, IL 0000 3827 IL WINNEBAGO 17201 088 ROCKFORD, IL 6880 3828 IL OGLE 17141 088 ROCKFORD, IL 0000 3829 IL LEE 17103 088 ROCKFORD, IL 0000 3832 IL STEPHENSON 17177 088 ROCKFORD, IL 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 46 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 3834 IL JO DAVIESS 17085 098 DUBUQUE, IA 0000 3836 IL CARROLL 17015 099 DAVENPORT-ROCK ISLAND-MOLINE, IA-IL 0000 3838 IL WHITESIDE 17195 099 DAVENPORT-ROCK ISLAND-MOLINE, IA-IL 0000 3840 IL WILL 17197 083 CHICAGO, IL 1600 3841 IL WILL 17197 083 CHICAGO, IL 3690 3842 IL KENDALL 17093 083 CHICAGO, IL 0620 3844 IL KANKAKEE 17091 083 CHICAGO, IL 3740 3846 IL GRUNDY 17063 083 CHICAGO, IL 3690 3848 IL LA SALLE 17099 083 CHICAGO, IL 0000 3851 IL BUREAU 17011 083 CHICAGO, IL 0000 3853 IL HENRY 17073 099 DAVENPORT-ROCK ISLAND-MOLINE, IA-IL 1960 3854 IL PUTNAM 17155 083 CHICAGO, IL 0000 3856 IL MARSHALL 17123 087 PEORIA, IL 0000 3857 IL STARK 17175 087 PEORIA, IL 0000 3859 IL KNOX 17095 087 PEORIA, IL 0000 3862 IL ROCK ISLAND 17161 099 DAVENPORT-ROCK ISLAND-MOLINE, IA-IL 1960 3864 IL MERCER 17131 099 DAVENPORT-ROCK ISLAND-MOLINE, IA-IL 0000 3866 IL WARREN 17187 087 PEORIA, IL 0000 3868 IL HENDERSON 17071 099 DAVENPORT-ROCK ISLAND-MOLINE, IA-IL 0000 3871 IL IROQUOIS 17075 083 CHICAGO, IL 0000 3872 IL FORD 17053 084 CHAMPAIGN-URBANA, IL 0000 3873 IL LIVINGSTON 17105 083 CHICAGO, IL 0000 3874 IL MCLEAN 17113 087 PEORIA, IL 1040 3876 IL VERMILION 17183 084 CHAMPAIGN-URBANA, IL 0000 3877 IL CHAMPAIGN 17019 084 CHAMPAIGN-URBANA, IL 1400 3878 IL PIATT 17147 084 CHAMPAIGN-URBANA, IL 0000 3879 IL DE WITT 17039 085 SPRINGFIELD-DECATUR, IL 0000 3881 IL WOODFORD 17203 087 PEORIA, IL 6120 3882 IL PEORIA 17143 087 PEORIA, IL 6120 3884 IL TAZEWELL 17179 087 PEORIA, IL 6120 3886 IL LOGAN 17107 085 SPRINGFIELD-DECATUR, IL 0000 3887 IL MASON 17125 087 PEORIA, IL 0000 3888 IL MENARD 17129 085 SPRINGFIELD-DECATUR, IL 7880 3889 IL CASS 17017 085 SPRINGFIELD-DECATUR, IL 0000 3891 IL FULTON 17057 087 PEORIA, IL 0000 3893 IL MCDONOUGH 17109 087 PEORIA, IL 0000 3894 IL HANCOCK 17067 099 DAVENPORT-ROCK ISLAND-MOLINE, IA-IL 0000 3896 IL SCHUYLER 17169 087 PEORIA, IL 0000 3897 IL BROWN 17009 086 QUINCY, IL 0000 3899 IL ADAMS 17001 086 QUINCY, IL 0000 3911 IL EDGAR 17045 084 CHAMPAIGN-URBANA, IL 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 47 BANINC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS , SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 3913 IL DOUGLAS 17041 084 CHAMPAIGN-URBANA, IL 0000 3914 IL COLES 17 02 9 084 CHAMPAIGN-URBANA, IL 0000 3916 IL MOULTRIE 17139 085 SPRINGFIELD-DECATUR, IL 0000 3917 IL CLARK 17023 081 TERRE HAUTE, IN 0000 3919 IL CUMBERLAND 17035 084 CHAMPAIGN-URBANA, IL 0000 3920 IL LAKE 17097 083 CHICAGO, IL 3965 3921 IL MACON 17115 085 SPRINGFIELD-DECATUR, IL 2040 3922 IL MACON 17115 085 SPRINGFIELD-DECATUR, IL 2040 3923 IL SANGAMON 17167 085 SPRINGFIELD-DECATUR, IL 7880 3924 IL SANGAMON 17167 085 SPRINGFIELD-DECATUR, IL 7880 3926 IL SHELBY 17173 085 SPRINGFIELD-DECATUR, IL 0000 3927 IL CHRISTIAN 17021 085 SPRINGFIELD-DECATUR, IL 0000 3928 IL MONTGOMERY 17135 107 ST. LOUIS, MO 0000 3929 IL MACOUPIN 17117 107 ST. LOUIS, MO 0000 3931 IL MORGAN 17137 085 SPRINGFIELD-DECATUR, IL 0000 3933 IL SCOTT 17171 085 SPRINGFIELD-DECATUR, IL 0000 3934 IL PIKE 17149 086 QUINCY, IL 0000 3936 IL GREENE 17061 107 ST. LOUIS, MO 0000 3937 IL JERSEY 17083 107 ST. LOUIS, MO 0275 3939 IL CALHOUN 17013 107 ST. LOUIS, MO 0000 3941 IL CRAWFORD 17033 081 TERRE HAUTE, IN 0000 3943 IL JASPER 17079 107 ST. LOUIS, MO 0000 3944 IL LAWRENCE 17101 080 EVANSVILLE, IN 0000 3946 IL RICHLAND 17159 107 ST. LOUIS, MO 0000 3947 IL WABASH 17185 080 EVANSVILLE, IN 0000 3949 IL EDWARDS 17047 080 EVANSVILLE, IN 0000 3951 IL EFFINGHAM 17049 107 ST. LOUIS, MO 0000 3952 IL FAYETTE 17051 107 ST. LOUIS, MO 0000 3954 IL CLAY 17025 107 ST. LOUIS, MO 0000 3956 IL MARION 17121 107 ST. LOUIS, MO 0000 3958 IL WAYNE 17191 107 ST. LOUIS, MO 0000 3959 IL JEFFERSON 17081 107 ST. LOUIS, MO 0000 3961 IL BOND 17005 107 ST. LOUIS, MO 0000 3962 IL MADISON 17119 107 ST. LOUIS, MO 0275 3964 IL CLINTON 17027 107 ST. LOUIS, MO 2285 3965 IL WASHINGTON 17189 107 ST. LOUIS, MO 0000 3966 IL ST CLAIR 17163 107 ST. LOUIS, MO 2285 3969 IL MONROE 17133 107 ST. LOUIS, MO 7040 3972 IL WHITE 17193 080 EVANSVILLE, IN 0000 3 97 4 IL HAMILTON 17065 080 EVANSVILLE, IN 0000 3976 IL GALLATIN 17059 080 EVANSVILLE, IN 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 48 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, IPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 3978 IL SALINE 17165 080 EVANSVILLE, IN 0000 3981 IL FRANKLIN 17055 107 ST. LOUIS, MO 0000 3983 IL PERRY 17145 107 ST. LOUIS, MO 0000 3985 IL RANDOLPH 17157 107 ST. LOUIS, MO 0000 3987 IL WILLIAMSON 17199 107 ST. LOUIS, MO 0000 3989 IL JACKSON 17077 107 ST. LOUIS, MO 0000 3991 IL HARDIN 17069 056 PADUCAH, KY 0000 3992 IL POPE 17151 056 PADUCAH, KY 0000 3994 IL JOHNSON 17087 056 PADUCAH, KY 0000 3995 IL UNION 17181 107 ST. LOUIS, MO 0000 3996 IL MASSAC 17127 056 PADUCAH, KY 0000 3998 IL PULASKI 17153 107 ST. LOUIS, MO 0000 3999 IL ALEXANDER 17003 107 ST. LOUIS, MO 0000 4011 NC CURRITUCK 37053 023 NORFOLK-VIRGINIA BCH-NEWPT NEWS, VA 0000 4012 NC CAMDEN 37029 023 NORFOLK-VIRGINIA BCH-NEWPT NEWS, VA 0000 4014 NC GATES 37073 023 NORFOLK-VIRGINIA BCH-NEWPT NEWS, VA 0000 4016 NC PASQUOTANK 37139 023 NORFOLK-VIRGINIA BCH-NEWPT NEWS, VA 0000 4018 NC PERQUIMANS 37143 023 NORFOLK-VIRGINIA BCH-NEWPT NEWS, VA 0000 4019 NC CHOWAN 37041 023 NORFOLK-VIRGINIA BCH-NEWPT NEWS, VA 0000 4022 NC HERTFORD 37091 023 NORFOLK-VIRGINIA BCH-NEWPT NEWS, VA 0000 4024 NC NORTHAMPTON 37131 024 ROCKY MNT-WILSON-GREENVILLE, NC 0000 4026 NC BERTIE 37015 023 NORFOLK-VIRGINIA BCH-NEWPT NEWS, VA 0000 4028 NC HALIFAX 37083 024 ROCKY MNT-WILSON-GREENVILLE, NC 0000 4031 NC DARE 37055 024 ROCKY MOUNT-WILSON-GREENVILLE, NC 0000 4032 NC TYRRELL 37177 024 ROCKY MOUNT-WILSON-GREENVILLE, NC 0000 4033 NC WASHINGTON 37187 024 ROCKY MNT-WILSON-GREENVILLE, NC 0000 4034 NC MARTIN 37117 024 ROCKY MNT-WILSON-GREENVILLE, NC 0000 4036 NC HYDE 37095 024 ROCKY MOUNT-WILSON-GREENVILLE, NC 0000 4038 NC BEAUFORT 37013 024 ROCKY MNT-WILSON-GREENVILLE, NC 0000 4041 NC EDGECOMBE 37065 024 ROCKY MNT-WILSON-GREENVILLE, NC 0000 4045 NC NASH 37127 024 ROCKY MNT-WILSON-GREENVILLE, NC 0000 4047 NC PITT 37147 024 ROCKY MNT-WILSON-GREENVILLE, NC 0000 4049 NC WILSON 37195 024 ROCKY MNT-WILSON-GREENVILLE, NC 0000 4051 NC PAMLICO 37137 024 ROCKY MNT-WILSON-GREENVILLE, NC 0000 4053 NC CARTERET 37031 024 ROCKY MNT-WILSON-GREENVILLE, NC 0000 4055 NC CRAVEN 37049 024 ROCKY MNT-WILSON-GREENVILLE, NC 0000 4057 NC JONES 37103 024 ROCKY MNT-WILSON-GREENVILLE, NC 0000 4059 NC ONSLOW 37133 025 WILMINGTON, NC 3605 4062 NC GREENE 37079 024 ROCKY MNT-WILSON-GREENVILLE, NC 0000 4064 NC LENOIR 37107 024 ROCKY MNT-WILSON-GREENVILLE, NC 0000 4066 NC WAYNE 37191 024 ROCKY MNT-WILSON-GREENVILLE, NC 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 49 B111INC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 4068 NC JOHNSTON 37101 027 RALEIGH-DURHAM, NC 0000 4071 NC HARNETT 37085 027 RALEIGH-DURHAM, NC 0000 4073 NC DUPLIN 37061 025 WILMINGTON, NC 0000 4075 NC SAMPSON 37163 026 FAYETTEVILLE, NC 0000 4077 NC CUMBERLAND 37051 026 FAYETTEVILLE, NC 2560 4079 NC PENDER 37141 025 WILMINGTON, NC 0000 4082 NC HOKE 37093 026 FAYETTEVILLE, NC 0000 4084 NC BLADEN 37017 026 FAYETTEVILLE, NC 0000 4086 NC ROBESON 37155 026 FAYETTEVILLE, NC 0000 4088 NC SCOTLAND 37165 026 FAYETTEVILLE, NC 0000 4091 NC NEW HANOVER 37 12 9 025 WILMINGTON, NC 9200 4094 NC BRUNSWICK 37019 025 WILMINGTON, NC 0000 4097 NC COLUMBUS 37047 025 WILMINGTON, NC 0000 4111 NC WARREN 37185 027 RALEIGH-DURHAM, NC 0000 4112 NC VANCE 37181 027 RALEIGH-DURHAM, NC 0000 4113 NC GRANVILLE 37077 027 RALEIGH-DURHAM, NC 0000 4114 NC PERSON 37145 027 RALEIGH-DURHAM, NC 0000 4115 NC FRANKLIN 37069 027 RALEIGH-DURHAM, NC 6640 4116 NC WAKE 37183 027 RALEIGH-DURHAM, NC 6640 4117 NC WAKE 37183 027 RALEIGH-DURHAM, NC 6640 4118 NC DURHAM 37063 027 RALEIGH-DURHAM, NC 6640 4121 NC CASWELL 37033 028 GREENSBORO-WINSTON-SALEM-HIGHPNT, NC 0000 4122 NC ROCKINGHAM 37157 028 GREENSBORO-WINSTON-SALEM-HIGHPNT, NC 0000 4123 NC ORANGE 37135 027 RALEIGH-DURHAM, NC 6640 4124 NC ALAMANCE 37001 028 GREENSBORO-WINSTON-SALEM-HIGHPNT, NC 1300 4127 NC GUILFORD 37081 028 GREENSBORO-WINSTON-SALEM-HIGHPNT, NC 3120 4128 NC CHATHAM 37037 027 RALEIGH-DURHAM, NC 0000 4129 NC RANDOLPH 37151 028 GREENSBORO-WINSTON-SALEM-HIGHPNT, NC 3120 4131 NC STOKES 37169 028 GREENSBORO-WINSTON-SALEM-HIGHPNT, NC 3120 4132 NC SURRY 37171 028 GREENSBORO-WINSTON-SALEM-HIGHPNT, NC 0000 4133 NC FORSYTH 37067 028 GREENSBORO-WINSTON-SALEM-HIGHPNT, NC 3120 4135 NC YADKIN 37197 028 GREENSBORO-WINSTON SALEM-HIGH PT, NC 3120 4137 NC DAVIDSON 37057 028 GREENSBORO-WINSTON-SALEM-HIGHPNT, NC 3120 4138 NC DAVIE 37059 028 GREENSBORO-WINSTON-SALEM-HIGHPNT, NC 3120 4139 NC ROWAN 37159 029 CHARLOTTE, NC 1520 4141 NC ALLEGHANY 37005 028 GREENSBORO-WINSTON SALEM-HIGH PT, NC 0000 4143 NC ASHE 37009 028 GREENSBORO-WINSTON-SALEM-HIGHPNT, NC 0000 4144 NC WILKES 37193 028 GREENSBORO-WINSTON-SALEM-HIGHPNT, NC 0000 4146 NC IREDELL 37097 029 CHARLOTTE, NC 0000 4147 NC ALEXANDER 37003 029 CHARLOTTE, NC 3290 4149 NC CATAWBA 37035 029 CHARLOTTE, NC 3290 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 50 B1111#9 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 4152 NC WATAUGA 37189 028 GREENSBORO-WINSTON-SALEM-HIGHPNT, NC 0000 4154 NC CALDWELL 37027 029 CHARLOTTE, NC 0000 4156 NC AVERY 37011 030 ASHEVILLE, NC 0000 4158 NC BURKE 37023 029 CHARLOTTE, NC 3290 4161 NC LEE 37105 027 RALEIGH-DURHAM, NC 0000 4163 NC MOORE 37125 028 GREENSBORO-WINSTON-SALEM-HIGHPNT, NC 0000 4164 NC MONTGOMERY 37123 028 GREENSBORO-WINSTON-SALEM-HIGHPNT, NC 0000 4166 NC STANLY 37167 029 CHARLOTTE, NC 0000 4168 NC RICHMOND 37153 026 FAYETTEVILLE, NC 0000 4169 NC ANSON 37007 029 CHARLOTTE, NC 0000 4171 NC CABARRUS 37025 029 CHARLOTTE, NC 1520 4174 NC MECKLENBURG 37119 029 CHARLOTTE, NC 1520 4175 NC MECKLENBURG 37119 029 CHARLOTTE, NC 1520 4176 NC LINCOLN 37109 029 CHARLOTTE, NC 1520 4177 NC GASTON 37071 029 CHARLOTTE, NC 1520 4178 NC CLEVELAND 37045 029 CHARLOTTE, NC 0000 4179 NC UNION 37179 029 CHARLOTTE, NC 1520 4181 NC MITCHELL 37121 030 ASHEVILLE, NC 0000 4182 NC YANCEY 37199 030 ASHEVILLE, NC 0000 4183 NC MADISON 37115 030 ASHEVILLE, NC 0000 4184 NC MCDOWELL 37111 030 ASHEVILLE, NC 0000 4185 NC BUNCOMBE 37021 030 ASHEVILLE, NC 0480 4187 NC RUTHERFORD 37161 029 CHARLOTTE, NC 0000 4188 NC POLK 37149 031 GREENVILLE-SPARTANBURG, SC 0000 4189 NC HENDERSON 37089 030 ASHEVILLE, NC 0000 4191 NC HAYWOOD 37087 030 ASHEVILLE, NC 0000 4192 NC TRANSYLVANIA 37175 030 ASHEVILLE, NC 0000 4193 NC JACKSON 37099 030 ASHEVILLE, NC 0000 4194 NC SWAIN 37173 030 ASHEVILLE, NC 0000 4196 NC GRAHAM 37075 030 ASHEVILLE, NC 0000 4197 NC MACON 37113 030 ASHEVILLE, NC 0000 4198 NC CLAY 37043 030 ASHEVILLE, NC 0000 4199 NC CHEROKEE 37039 030 ASHEVILLE, NC 0000 4211 TN JOHNSON 47091 052 JOHNSON CITY-KINSPORT-BRISTOL, TN-VA 0000 4213 TN SULLIVAN 47163 052 JOHNSON CTY-KINGSPT-BRISTOL, TN-VA 3660 4215 TN CARTER 47019 052 JOHNSON CTY-KINGSPT-BRISTOL, TN-VA 3660 4217 TN WASHINGTON 47179 052 JOHNSON CTY-KINGSPT-BRISTOL, TN-VA 3660 4219 TN UNICOI 47171 052 JOHNSON CTY-KINGSPT-BRISTOL, TN-VA 3660 4221 TN HANCOCK 47067 052 JOHNSON CITY-KINSPORT-BRISTOL, TN-VA 0000 4223 TN HAWKINS 47073 052 JOHNSON CTY-KINGSPT-BRISTOL, TN-VA 3660 4225 TN GREENE 47059 052 JOHNSON CTY-KINGSPT-BRISTOL, TN-VA 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 51 B111INc CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 4227 TN HAMBLEN 47063 053 KNOXVILLE, TN 0000 4229 TN COCKE 47029 053 KNOXVILLE, TN 0000 4231 TN CLAIBORNE 47025 053 KNOXVILLE, TN 0000 4233 TN GRAINGER 47057 053 KNOXVILLE, TN 3840 4235 TN UNION 47173 053 KNOXVILLE, TN 3840 4237 TN JEFFERSON 47089 053 KNOXVILLE, TN 3840 4239 TN SEVIER 47155 053 KNOWVILLE, TN 0000 4241 TN CAMPBELL 47013 053 KNOXVILLE, TN 0000 4242 TN KNOX 47093 053 KNOXVILLE, TN 3840 4243 TN KNOX 47093 053 KNOXVILLE, TN 3840 4244 TN ANDERSON 47001 053 KNOXVILLE, TN 3840 4246 TN BLOUNT 47009 053 KNOXVILLE, TN 3840 4247 TN LOUDON 47105 053 KNOXVILLE, TN 0000 4249 TN ROANE 47145 053 KNOXVILLE, TN 0000 4251 TN SCOTT 47151 053 KNOXVILLE, TN 0000 4253 TN PICKETT 47137 054 NASHVILLE, TN 0000 4255 TN FENTRESS 47049 053 KNOXVILLE, TN 0000 4257 TN MORGAN 47 12 9 053 KNOXVILLE, TN 0000 4259 TN CUMBERLAND 47035 053 KNOXVILLE, TN 0000 4261 TN CLAY 47027 054 NASHVILLE, TN 0000 4263 TN OVERTON 47133 054 NASHVILLE, TN 0000 4265 TN JACKSON 47087 054 NASHVILLE, TN 0000 4267 TN PUTNAM 47141 054 NASHVILLE, TN 0000 4269 TN WHITE 47185 054 NASHVILLE, TN 0000 4271 TN MONROE 47123 051 CHATTANOOGA, TN 0000 4273 TN MCMINN 47107 051 CHATTANOOGA, TN 0000 4275 TN MEIGS 47121 051 CHATTANOOGA, TN 0000 4277 TN POLK 47139 051 CHATTANOOGA, TN 0000 4279 TN BRADLEY 47011 051 CHATTANOOGA, TN 0000 4281 TN RHEA 47 14 3 051 CHATTANOOGA, TN 0000 4283 TN BLEDSOE 47007 051 CHATTANOOGA, TN 0000 4285 TN VAN BUREN 47175 054 NASHVILLE, TN 0000 4287 TN SEQUATCHIE 47153 051 CHATTANOOGA, TN 1560 4288 TN HAMILTON 47065 051 CHATTANOOGA, TN 1560 4311 TN MACON 47111 054 NASHVILLE, TN 0000 4312 TN SMITH 47159 054 NASHVILLE, TN 0000 4313 TN TROUSDALE 47169 054 NASHVILLE, TN 0000 4315 TN SUMNER 47165 054 NASHVILLE, TN 5360 4317 TN DE KALB 47041 054 NASHVILLE, TN 0000 4319 TN WILSON 47189 054 NASHVILLE, TN 5360 4321 TN WARREN 47177 054 NASHVILLE, TN 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 52 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 4322 TN CANNON 47015 054 NASHVILLE, TN 0000 4325 TN GRUNDY 47061 051 CHATTANOOGA, TN 0000 4326 TN COFFEE 47031 054 NASHVILLE, TN 0000 4328 TN MARION 47115 051 CHATTANOOGA, TN 1560 4329 TN FRANKLIN 47051 054 NASHVILLE, TN 0000 4331 TN RUTHERFORD 47149 054 NASHVILLE, TN 5360 4333 TN BEDFORD 47003 054 NASHVILLE, TN 0000 4335 TN MARSHALL 47117 054 NASHVILLE, TN 0000 4337 TN MOORE 47127 054 NASHVILLE, TN 0000 4339 TN LINCOLN 47103 050 HUNTSVILLE-FLORENCE, AL 0000 4341 TN ROBERTSON 47147 054 NASHVILLE, TN 5360 4342 TN DAVIDSON 47037 054 NASHVILLE, TN 5360 4343 TN DAVIDSON 47037 054 NASHVILLE, TN 5360 4347 TN CHEATHAM 47021 054 NASHVILLE, TN 5360 4349 TN WILLIAMSON 47187 054 NASHVILLE, TN 5360 4352 TN MAURY 47119 054 NASHVILLE, TN 0000 4353 TN LEWIS 47119 054 NASHVILLE, TN 0000 4354 TN LEWIS 47101 054 NASHVILLE, TN 0000 4356 TN GILES 47055 054 NASHVILLE, TN 0000 4358 TN LAWRENCE 47099 054 NASHVILLE, TN 0000 4361 TN MONTGOMERY 47125 054 NASHVILLE, TN 1660 4362 TN STEWART 47161 054 NASHVILLE, TN 0000 4364 TN DICKSON 47043 054 NASHVILLE, TN 5360 4365 TN HOUSTON 47083 054 NASHVILLE, TN 0000 4366 TN HUMPHREYS 47085 054 NASHVILLE, TN 0000 4368 TN HICKMAN 47081 054 NASHVILLE, TN 0000 4369 TN PERRY 47135 054 NASHVILLE, TN 0000 4371 TN HENRY 47079 055 MEMPHIS, TN 0000 4372 TN BENTON 47005 055 MEMPHIS, TN 0000 4374 TN CARROLL 47017 055 MEMPHIS, TN 0000 4375 TN DECATUR 47039 055 MEMPHIS, TN 0000 4376 TN HENDERSON 47077 055 MEMPHIS, TN 0000 4378 TN WAYNE 47181 054 NASHVILLE, TN 0000 4379 TN HARDIN 47071 055 MEMPHIS, TN 0000 4381 TN WEAKLEY 47183 055 MEMPHIS, TN 0000 4382 TN OBION 47131 055 MEMPHIS, TN 0000 4384 TN LAKE 47095 055 MEMPHIS, TN 0000 4385 TN GIBSON 47053 055 MEMPHIS, TN 0000 4386 TN DYER 47045 055 MEMPHIS, TN 0000 4388 TN CROCKETT 47033 055 MEMPHIS, TN 0000 4389 TN LAUDERDALE 47097 055 MEMPHIS, TN 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 53 BAIIINC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 4391 TN MADISON 47113 055 MEMPHIS, TN 0000 4392 TN HAYWOOD 47075 055 MEMPHIS, TN 0000 4393 TN TIPTON 47167 055 MEMPHIS, TN 4920 4394 TN CHESTER 47023 055 MEMPHIS, TN 0000 4395 TN MCNAIRY 47109 055 MEMPHIS, TN 0000 4396 TN HARDEMAN 47069 055 MEMPHIS, TN 0000 4397 TN FAYETTE 47047 055 MEMPHIS, TN 0000 4398 TN SHELBY 47157 055 MEMPHIS, TN 4920 4399 TN SHELBY 47157 055 MEMPHIS, TN 4920 4411 SC MARLBORO 45069 033 FLORENCE, SC 0000 4413 SC CHESTERFIELD 45025 033 FLORENCE, SC 0000 4415 SC LANCASTER 45057 029 CHARLOTTE, NC 0000 4417 SC DARLINGTON 45031 033 FLORENCE, SC 0000 4419 SC KERSHAW 45055 032 COLUMBIA, SC 0000 4421 SC YORK 45091 029 CHARLOTTE, NC 1520 4422 SC CHEROKEE 45021 031 GREENVILLE-SPARTANBURG, SC 0000 4423 SC SPARTANBURG 45083 031 GREENVILLE-SPARTANBURG, SC 3160 4425 SC CHESTER 45023 029 CHARLOTTE, NC 0000 4426 SC UNION 45087 031 GREENVILLE-SPARTANBURG, SC 0000 4427 SC FAIRFIELD 45039 032 COLUMBIA, SC 0000 4428 SC NEWBERRY 45071 032 COLUMBIA, SC 0000 4429 SC LAURENS 45059 031 GREENVILLE-SPARTANBURG, SC 0000 4432 SC GREENVILLE 45045 031 GREENVILLE-SPARTANBURG, SC 3160 4434 SC PICKENS 45077 031 GREENVILLE-SPARTANBURG, SC 3160 4436 SC ANDERSON 45007 031 GREENVILLE-SPARTANBURG, SC 0405 4438 SC OCONEE 45073 031 GREENVILLE-SPARTANBURG, SC 0000 4441 SC DILLON 45033 033 FLORENCE, SC 0000 4442 SC GREENVILLE 45045 031 GREENVILLE-SPARTANBURG, SC 3160 4443 SC HORRY 45051 033 FLORENCE, SC 0000 4444 SC MARION 45067 033 FLORENCE, SC 0000 4446 SC FLORENCE 45041 033 FLORENCE, SC 2655 4447 SC GEORGETOWN 45043 033 FLORENCE, SC 0000 4449 SC WILLIAMSBURG 45089 033 FLORENCE, SC 0000 4451 SC LEE 45061 032 COLUMBIA, SC 0000 4453 SC SUMTER 45085 032 COLUMBIA, SC 0000 4454 SC RICHLAND 45079 032 COLUMBIA, SC 1760 4456 SC LEXINGTON 45063 032 COLUMBIA, SC 1760 4457 SC CLARENDON 45027 032 COLUMBIA, SC 0000 4458 SC CALHOUN 45017 032 COLUMBIA, SC 0000 4459 SC ORANGEBURG 45075 032 COLUMBIA, SC 0000 4461 SC SALUDA 45081 032 COLUMBIA, SC 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 54 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 4463 SC GREENWOOD 45047 031 GREENVILLE-SPARTANBURG, SC 0000 4464 SC ABBEVILLE 45001 031 GREENVILLE-SPARTANBURG, SC 0000 4467 SC EDGEFIELD 45037 035 AUGUSTA, GA 0000 4468 SC AIKEN 45003 035 AUGUSTA, GA 0600 4469 SC MCCORMICK 45065 035 AUGUSTA, GA 0000 4471 SC BERKELEY 45015 034 CHARLESTON-NORTH CHARLESTON, SC 1440 4475 SC DORCHESTER 45035 034 CHARLESTON-NORTH CHARLESTON, SC 1440 4478 SC CHARLESTON 45019 034 CHARLESTON-NORTH CHARLESTON, SC 1440 4481 SC BAMBERG 45009 035 AUGUSTA, GA 0000 4485 SC BARNWELL 45011 035 AUGUSTA, GA 0000 4489 SC ALLENDALE 45005 035 AUGUSTA, GA 0000 4492 SC COLLETON 45029 034 CHARLESTON-NORTH CHARLESTON, SC 0000 4494 SC HAMPTON 45049 039 SAVANNAH, GA 0000 4496 SC BEAUFORT 45013 039 SAVANNAH, GA 0000 4498 SC JASPER 45053 039 SAVANNAH, GA 0000 4511 GA RABUN 13241 036 ATLANTA, GA 0000 4512 GA TOWNS 13281 036 ATLANTA, GA 0000 4513 GA STEPHENS 13257 036 ATLANTA, GA 0000 4514 GA HABERSHAM 13137 036 ATLANTA, GA 0000 4515 GA WHITE 13311 036 ATLANTA, GA 0000 4516 GA HART 13147 036 ATLANTA, GA 0000 4517 GA FRANKLIN 13119 036 ATLANTA, GA 0000 4518 GA BANKS 13011 036 ATLANTA, GA 0000 4519 GA HALL 13139 036 ATLANTA, GA 0000 4521 GA UNION 13291 036 ATLANTA, GA 0000 4522 GA FANNIN 13111 036 ATLANTA, GA 0000 4523 GA GILMER 13123 036 ATLANTA, GA 0000 4524 GA LUMPKIN 13187 036 ATLANTA, GA 0000 4526 GA DAWSON 13085 036 ATLANTA, GA 0000 4527 GA PICKENS 13227 036 ATLANTA, GA 0000 4528 GA FORSYTH 13117 036 ATLANTA, GA 0000 4529 GA CHEROKEE 13057 036 ATLANTA, GA 0520 4531 GA MURRAY 13213 051 CHATTANOOGA, TN 0000 4532 GA CATOOSA 13047 051 CHATTANOOGA, TN 1560 4533 GA WHITFIELD 13313 051 CHATTANOOGA, TN 0000 4534 GA WALKER 13295 051 CHATTANOOGA, TN 1560 4535 GA DADE 13083 051 CHATTANOOGA, TN 1560 4536 GA GORDON 13129 036 ATLANTA, GA 0000 4537 GA CHATTOOGA 13055 051 CHATTANOOGA, TN 0000 4538 GA BARTOW 13015 036 ATLANTA, GA 0000 4539 GA FLOYD 13115 036 ATLANTA, GA 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 55 RAIIINC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 4541 GA ELBERT 13105 036 ATLANTA, GA 0000 4542 GA MADISON 13195 036 ATLANTA, GA 0500 4544 GA LINCOLN 13181 035 AUGUSTA, GA 0520 4545 GA WILKES 13317 035 AUGUSTA, GA 0000 4546 GA OGLETHORPE 13221 036 ATLANTA, GA 0000 4548 GA TALIAFERRO 13265 035 AUGUSTA, GA 0000 4549 GA GREENE 13133 036 ATLANTA, GA 0000 4551 GA JACKSON 13157 036 ATLANTA, GA 0500 4552 GA CLARKE 13059 036 ATLANTA, GA 0500 4553 GA BARROW 13013 036 ATLANTA, GA 0520 4554 GA GWINNETT 13135 036 ATLANTA, GA 0520 4555 GA OCONEE 13219 036 ATLANTA, GA 0500 4556 GA WALTON 13297 036 ATLANTA, GA 0520 4557 GA MORGAN 13211 036 ATLANTA, GA 0000 4558 GA NEWTON 13217 036 ATLANTA, GA 0520 4559 GA ROCKDALE 13247 036 ATLANTA, GA 0520 4561 GA DE KALB 13089 036 ATLANTA, GA 0520 4562 GA FULTON 13121 036 ATLANTA, GA 0520 4563 GA FULTON 13121 036 ATLANTA, GA 0520 4564 GA COBB 13067 036 ATLANTA, GA 0520 4565 GA PAULDING 13223 036 ATLANTA, GA 0520 4566 GA POLK 13233 036 ATLANTA, GA 0000 4567 GA HARALSON 13143 036 ATLANTA, GA 0000 4568 GA DOUGLAS 13097 036 ATLANTA, GA 0520 4569 GA CARROLL 13045 036 ATLANTA, GA 0000 4571 GA COLUMBIA 13073 035 AUGUSTA, GA 0600 4572 GA RICHMOND 13245 035 AUGUSTA, GA 0600 4573 GA MCDUFFIE 13189 035 AUGUSTA, GA 0600 4574 GA WARREN 13301 035 AUGUSTA, GA 0000 4575 GA BURKE 13033 035 AUGUSTA, GA 0000 4576 GA JEFFERSON 13163 035 AUGUSTA, GA 0000 4577 GA GLASCOCK 13125 035 AUGUSTA, GA 0000 4578 GA SCREVEN 13251 039 SAVANNAH, GA 0000 4579 GA JENKINS 13165 035 AUGUSTA, GA 0000 4581 GA HANCOCK 13141 038 MACON, GA 0000 4582 GA PUTNAM 13237 038 MACON, GA 0000 4583 GA JASPER 13159 036 ATLANTA, GA 0000 4584 GA BUTTS 13035 036 ATLANTA, GA 0520 4585 GA LAMAR 13171 036 ATLANTA, GA 0000 4586 GA WASHINGTON 13303 038 MACON, GA 0000 4587 GA BALDWIN 13009 038 MACON, GA 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 56 NJlZINC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 4588 GA JONES 13169 038 MACON, GA 4680 4589 GA MONROE 13207 038 MACON, GA 0000 4590 GA CLAYTON 13063 036 ATLANTA, GA 0520 4591 GA HENRY 13151 036 ATLANTA, GA 0520 4592 GA FAYETTE 13113 036 ATLANTA, GA 0520 4593 GA SPALDING 13255 036 ATLANTA, GA 0520 4594 GA COWETA 13077 036 ATLANTA, GA 0520 4595 GA HEARD 13149 036 ATLANTA, GA 0000 4596 GA PIKE 13231 036 ATLANTA, GA 0000 4597 GA UPSON 13293 036 ATLANTA, GA 0000 4598 GA MERIWETHER 13199 037 COLUMBUS, GA 0000 4599 GA TROUP 13285 037 COLUMBUS, GA 0000 4610 GA EFFINGHAM 13103 039 SAVANNAH, GA 7520 4611 GA BULLOCH 13031 039 SAVANNAH, GA 0000 4612 GA CANDLER 13043 039 SAVANNAH, GA 0000 4614 GA CHATHAM 13051 039 SAVANNAH, GA 7520 4615 GA BRYAN 13029 039 SAVANNAH, GA 0000 4616 GA LIBERTY 13179 039 SAVANNAH, GA 0000 4617 GA EVANS 13109 039 SAVANNAH, GA 0000 4618 GA TATTNALL 13267 039 SAVANNAH, GA 0000 4619 GA TOOMBS 13279 039 SAVANNAH, GA 0000 4621 GA EMANUEL 13107 035 AUGUSTA, GA 0000 4622 GA JOHNSON 13167 038 MACON, GA 0000 4623 GA WILKINSON 13319 038 MACON, GA 0000 4624 GA TREUTLEN 13283 038 MACON, GA 0000 4625 GA LAURENS 13175 038 MACON, GA 0000 4626 GA MONTGOMERY 13209 039 SAVANNAH, GA 0000 4627 GA WHEELER 13309 038 MACON, GA 0000 4628 GA DODGE 13091 038 MACON, GA 0000 4629 GA TELFAIR 13271 038 MACON, GA 0000 4631 GA TWIGGS 13289 038 MACON, GA 0000 4632 GA BIBB 13021 038 MACON, GA 4680 4633 GA CRAWFORD 13079 038 MACON, GA 0000 4634 GA BLECKLEY 13023 038 MACON, GA 0000 4635 GA HOUSTON 13153 038 MACON, GA 4680 4636 GA PEACH 13225 038 MACON, GA 4680 4637 GA MACON 13193 038 MACON, GA 0000 4638 GA PULASKI 13235 038 MACON, GA 0000 4639 GA DOOLY 13093 038 MACON, GA 0000 4640 GA TAYLOR 13269 038 MACON, GA 0000 4641 GA TALBOT 13263 037 COLUMBUS, GA 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 57 NJlZINC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 4642 GA HARRIS 13145 037 COLUMBUS, GA 0000 4643 GA COLUMBUS CG 13215 037 COLUMBUS, GA 1800 4644 GA SCHLEY 13249 037 COLUMBUS, GA 0000 4645 GA MARION 13197 037 COLUMBUS, GA 0000 4646 GA CHATTAHOOCHEE 13053 037 COLUMBUS, GA 1800 4647 GA SUMTER 13261 037 COLUMBUS, GA 0000 4648 GA WEBSTER 13307 037 COLUMBUS, GA 0000 4649 GA STEWART 13259 037 COLUMBUS, GA 0000 4651 GA LONG 13183 039 SAVANNAH, GA 0000 4652 GA MCINTOSH 13191 039 SAVANNAH, GA 0000 4653 GA WAYNE 13305 039 SAVANNAH, GA 0000 4654 GA APPLING 13001 039 SAVANNAH, GA 0000 4655 GA GLYNN 13127 041 JACKSONVILLE, FL 0000 4656 GA BRANTLEY 13025 041 JACKSONVILLE, FL 0000 4657 GA PIERCE 13229 041 JACKSONVILLE, FL 0000 4658 GA CAMDEN 13039 041 JACKSONVILLE, FL 0000 4659 GA CHARLTON 13049 041 JACKSONVILLE, FL 0000 4661 GA JEFF DAVIS 13161 039 SAVANNAH, GA 0000 4662 GA BACON 13005 039 SAVANNAH, GA 0000 4663 GA COFFEE 13069 039 SAVANNAH, GA 0000 4664 GA WARE 13299 041 JACKSONVILLE, FL 0000 4666 GA ATKINSON 13003 039 SAVANNAH, GA 0000 4667 GA CLINCH 13065 040 ALBANY, GA 0000 4668 GA LANIER 13173 040 ALBANY, GA 0000 4669 GA ECHOLS 13101 040 ALBANY, GA 0000 4671 GA WILCOX 13315 038 MACON, GA 0000 4 67 2 GA BEN HILL 13017 040 ALBANY, GA 0000 4673 GA IRWIN 13155 040 ALBANY, GA 0000 4674 GA TURNER 13287 040 ALBANY, GA 0000 4675 GA TIFT 13277 040 ALBANY, GA 0000 4676 GA BERRIEN 13019 040 ALBANY, GA 0000 4677 GA COOK 13075 040 ALBANY, GA 0000 4678 GA LOWNDES 13185 040 ALBANY, GA 0000 4679 GA BROOKS 13027 040 ALBANY, GA 0000 4681 GA CRISP 13081 038 MACON, GA 0000 4682 GA WORTH 13321 040 ALBANY, GA 0000 4683 GA LEE 13177 040 ALBANY, GA 0120 4684 GA TERRELL 13273 040 ALBANY, GA 0000 4685 GA DOUGHERTY 13095 040 ALBANY, GA 0120 4686 GA COLQUITT 13071 040 ALBANY, GA 0000 4687 GA MITCHELL 13205 040 ALBANY, GA 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 58 B111INC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 4688 GA THOMAS 13275 040 ALBANY, GA 0000 4689 GA GRADY 13131 040 ALBANY, GA 0000 4691 GA RANDOLPH 13243 040 ALBANY, GA 0000 4692 GA QUITMAN 13239 037 COLUMBUS, GA 0000 4693 GA CALHOUN 13037 040 ALBANY, GA 0000 4694 GA CLAY 13061 040 ALBANY, GA 0000 4695 GA BAKER 13007 040 ALBANY, GA 0000 4696 GA EARLY 13099 040 ALBANY, GA 0000 4697 GA MILLER 13201 040 ALBANY, GA 0000 4698 GA DECATUR 13087 040 ALBANY, GA 0000 4699 GA SEMINOLE 13253 040 ALBANY, GA 0000 4711 AL JACKSON 01071 051 CHATTANOOGA, TN 0000 4713 AL MADISON 01089 050 HUNTSVILLE-FLORENCE, AL 3440 4714 AL DE KALB 01049 051 CHATTANOOGA, TN 0000 4715 AL MARSHALL 01095 050 HUNTSVILLE-FLORENCE, AL 0000 4716 AL CHEROKEE 01019 049 BIRMINGHAM, AL 0000 4717 AL ETOWAH 01055 049 BIRMINGHAM, AL 2880 4718 AL CLEBURNE 01029 049 BIRMINGHAM, AL 0000 4719 AL CALHOUN 01015 049 BIRMINGHAM, AL 0450 4721 AL LIMESTONE 01083 050 HUNTSVILLE-FLORENCE, AL 0000 4722 AL MORGAN 01103 050 HUNTSVILLE-FLORENCE, AL 0000 4723 AL CULLMAN 01043 049 BIRMINGHAM, AL 0000 4724 AL BLOUNT 01009 049 BIRMINGHAM, AL 1000 4725 AL ST CLAIR 01115 049 BIRMINGHAM, AL 1000 4726 AL JEFFERSON 01073 049 BIRMINGHAM, AL 1000 4727 AL JEFFERSON 01073 049 BIRMINGHAM, AL 1000 4728 AL TALLADEGA 01121 049 BIRMINGHAM, AL 0000 4729 AL SHELBY 01117 049 BIRMINGHAM, AL 1000 4731 AL LAUDERDALE 01077 050 HUNTSVILLE-FLORENCE, AL 2650 4732 AL LAWRENCE 01079 050 HUNTSVILLE-FLORENCE, AL 0000 4733 AL COLBERT 01033 050 HUNTSVILLE-FLORENCE, AL 2650 4734 AL FRANKLIN 01059 050 HUNTSVILLE-FLORENCE, AL 0000 4735 AL WINSTON 01133 049 BIRMINGHAM, AL 0000 4736 AL MARION 01093 049 BIRMINGHAM, AL 0000 4737 AL WALKER 01127 049 BIRMINGHAM, AL 1000 4738 AL FAYETTE 01057 049 BIRMINGHAM, AL 0000 4739 AL LAMAR 01075 049 BIRMINGHAM, AL 0000 4741 AL RANDOLPH 01111 049 BIRMINGHAM, AL 0000 4742 AL CLAY 01027 049 BIRMINGHAM, AL 0000 4743 AL CHAMBERS 01017 037 COLUMBUS, GA 0000 4744 AL TALLAPOOSA 01123 048 MONTGOMERY, AL 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 59 NJlZINC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 4746 AL LEE 01081 037 COLUMBUS, GA 0000 4747 AL RUSSELL 01113 037 COLUMBUS, GA 1800 4748 AL MACON 01087 048 MONTGOMERY, AL 0000 4749 AL BULLOCK 01011 048 MONTGOMERY, AL 0000 4751 AL COOSA 01037 048 MONTGOMERY, AL 0000 4752 AL CHILTON 01021 049 BIRMINGHAM, AL 0000 4753 AL ELMORE 01051 048 MONTGOMERY, AL 5240 4754 AL AUTAUGA 01001 048 MONTGOMERY, AL 5240 4756 AL MONTGOMERY 01101 048 MONTGOMERY, AL 5240 4758 AL LOWNDES 01085 048 MONTGOMERY, AL 0000 4759 AL DALLAS 01047 048 MONTGOMERY, AL 0000 4761 AL TUSCALOOSA 01125 049 BIRMINGHAM, AL 8600 4762 AL PICKENS 01107 049 BIRMINGHAM, AL 0000 4763 AL BIBB 01007 049 BIRMINGHAM, AL 0000 4764 AL PERRY 01105 048 MONTGOMERY, AL 0000 4766 AL HALE 01065 049 BIRMINGHAM, AL 0000 4767 AL GREENE 01063 049 BIRMINGHAM, AL 0000 4768 AL SUMTER 01119 049 BIRMINGHAM, AL 0000 4769 AL MARENGO 01091 047 MOBILE, AL 0000 4771 AL BARBOUR 01005 048 MONTGOMERY, AL 0000 4772 AL PIKE 01109 048 MONTGOMERY, AL 0000 4774 AL HENRY 01067 048 MONTGOMERY, AL 0000 4775 AL DALE 01045 048 MONTGOMERY, AL 2180 4776 AL COFFEE 01031 048 MONTGOMERY, AL 0000 4778 AL HOUSTON 01069 048 MONTGOMERY, AL 2180 4779 AL GENEVA 01061 048 MONTGOMERY, AL 0000 4781 AL CRENSHAW 01041 048 MONTGOMERY, AL 0000 4782 AL BUTLER 01013 048 MONTGOMERY, AL 0000 4783 AL WILCOX 01131 047 MOBILE, AL 0000 4784 Al, COVINGTON 01039 048 MONTGOMERY, AL 0000 4786 AL CONECUH 01035 047 MOBILE, AL 0000 4787 AL MONROE 01099 047 MOBILE, AL 0000 4789 AL ESCAMBIA 01053 047 MOBILE, AL 0000 4791 AL CHOCTAW 01023 047 MOBILE, AL 0000 4793 AL CLARKE 01025 047 MOBILE, AL 0000 4794 AL WASHINGTON 01129 047 MOBILE, AL 0000 4796 AL BALDWIN 01003 047 MOBILE, AL 5160 4798 AL MOBILE 01097 047 MOBILE, AL 5160 4799 AL MOBILE 01097 047 MOBILE, AL 5160 4811 MS TISHOMINGO 28141 055 MEMPHIS, TN 0000 4812 MS ALCORN 28003 055 MEMPHIS, TN 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 60 B111INC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 4813 MS PRENTISS 28117 055 MEMPHIS, TN 0000 4814 MS TIPPAH 28139 055 MEMPHIS, TN 0000 4815 MS BENTON 28009 055 MEMPHIS, TN 0000 4816 MS UNION 28145 055 MEMPHIS, TN 0000 4817 MS ITAWAMBA 28057 055 MEMPHIS, TN 0000 4818 MS LEE 28081 055 MEMPHIS, TN 0000 4819 MS PONTOTOC 28115 055 MEMPHIS, TN 0000 4821 MS MARSHALL 28093 055 MEMPHIS, TN 0000 4622 MS DE SOTO 28033 055 MEMPHIS, TN 4920 4823 MS TATE 28137 055 MEMPHIS, TN 0000 4824 MS TUNICA 28143 055 MEMPHIS, TN 0000 4825 MS LAFAYETTE 28071 055 MEMPHIS, TN 0000 4826 MS PANOLA 28107 055 MEMPHIS, TN 0000 4827 MS QUITMAN 28119 055 MEMPHIS, TN 0000 4828 MS COAHOMA 28027 055 MEMPHIS, TN 0000 4829 MS TALLAHATCHIE 28135 055 MEMPHIS, TN 0000 4831 MS MONROE 28095 055 MEMPHIS, TN 0000 4832 MS CHICKASAW 28017 055 MEMPHIS, TN 0000 4833 MS CALHOUN 28013 055 MEMPHIS, TN 0000 4834 MS YALOBUSHA 28161 055 MEMPHIS, TN 0000 4835 MS GRENADA 28043 055 MEMPHIS, TN 0000 4836 MS CLAY 28025 055 MEMPHIS, TN 0000 4837 MS WEBSTER 28155 055 MEMPHIS, TN 0000 4838 MS CHOCTAW 28019 112 JACKSON, MS 0000 4839 MS MONTGOMERY 28097 055 MEMPHIS, TN 0000 4840 MS LOWNDES 26087 112 JACKSON, MS 0000 4841 MS OKTIBBEHA 28105 112 JACKSON, MS 0000 4842 MS CARROLL 28015 055 MEMPHIS, TN 0000 4843 MS NOXUBEE 28103 112 JACKSON, MS 0000 4844 MS WINSTON 28159 112 JACKSON, MS 0000 4845 MS ATTALA 28007 112 JACKSON, MS 0000 4846 MS HOLMES 28051 112 JACKSON, MS 0000 4847 MS KEMPER 28069 112 JACKSON, MS 0000 4848 MS NESHOBA 28099 112 JACKSON, MS 0000 4849 MS LEAKE 28079 112 JACKSON, MS 0000 4851 MS LEFLORE 28083 055 MEMPHIS, TN 0000 4852 MS SUNFLOWER 28133 055 MEMPHIS, TN 0000 4853 MS BOLIVAR 28011 055 MEMPHIS, TN 0000 4854 MS WASHINGTON 28151 055 MEMPHIS, TN 0000 4855 MS HUMPHREYS 28053 112 JACKSON, MS 0000 4856 MS MADISON 28089 112 JACKSON, MS 3560 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 61 RJUINc CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 4857 MS YAZOO 28163 112 JACKSON, MS 0000 4858 MS SHARKEY 28125 112 JACKSON, MS 0000 4859 MS ISSAQUENA 28055 112 JACKSON, MS 0000 4861 MS LAUDERDALE 28075 112 JACKSON, MS 0000 4862 MS NEWTON 28101 112 JACKSON, MS 0000 4863 MS SCOTT 28123 112 JACKSON, MS 0000 4864 MS CLARKE 28023 112 JACKSON, MS 0000 4865 MS JASPER 28061 112 JACKSON, MS 0000 4866 MS SMITH 28129 112 JACKSON, MS 0000 4867 MS WAYNE 28153 112 JACKSON, MS 0000 4868 MS JONES 28067 112 JACKSON, MS 0000 4869 MS COVINGTON 28031 112 JACKSON, MS 0000 4 87 1 MS RANKIN 28121 112 JACKSON, MS 3560 4872 MS HINDS 28049 112 JACKSON, MS 3560 4873 MS WARREN 28149 112 JACKSON, MS 0000 4 87 4 MS SIMPSON 28127 112 JACKSON, MS 0000 4875 MS COPIAH 28029 112 JACKSON, MS 0000 4876 MS CLAIBORNE 28021 112 JACKSON, MS 0000 4877 MS JEFFERSON 28063 112 JACKSON, MS 0000 4878 MS LAWRENCE 28077 112 JACKSON, MS 0000 4879 MS LINCOLN 28085 112 JACKSON, MS 0000 4880 MS GREENE 28041 047 MOBILE, AL 0000 4881 MS PERRY 28111 113 NEW ORLEANS, LA 0000 4882 MS FORREST 28035 113 NEW ORLEANS, LA 0000 4883 MS GEORGE 28039 047 MOBILE, AL 0000 4884 MS STONE 28131 113 NEW ORLEANS, LA 0000 4885 MS PEARL RIVER 28109 113 NEW ORLEANS, LA 0000 4886 MS JACKSON 28059 047 MOBILE, AL 6025 4888 MS HARRISON 28047 113 NEW ORLEANS, LA 0920 4889 MS HANCOCK 28045 113 NEW ORLEANS, LA 0920 4891 MS JEFFERSON DAVIS 28065 112 JACKSON, MS 0000 4892 MS FRANKLIN 28037 112 JACKSON, MS 0000 4893 MS ADAMS 28001 114 BATON ROUGE, LA 0000 4894 MS LAMAR 28073 113 NEW ORLEANS, LA 0000 4895 MS MARION 28091 113 NEW ORLEANS, LA 0000 4896 . MS WALTHALL 28147 113 NEW ORLEANS, LA 0000 4897 MS PIKE 28113 113 NEW ORLEANS, LA 0000 4898 MS AMITE 28005 114 BATON ROUGE, LA 0000 4899 MS WILKINSON 28157 114 BATON ROUGE, LA 0000 4911 FL NASSAU 12089 041 JACKSONVILLE, FL 3600 4912 FL DUVAL 12031 041 JACKSONVILLE, FL 3600 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 62 RAIIINC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 4913 FL DUVAL 12031 041 JACKSONVILLE, FL 3600 4914 FL ST JOHNS 12109 041 JACKSONVILLE, FL 3600 4916 FL CLAY 12019 041 JACKSONVILLE, FL 3600 4917 FL FLAGLER 12035 042 ORLANDO-MELBOURNE-DAYTONA BEACH, FL 0000 4918 FL PUTNAM 12107 041 JACKSONVILLE, FL 0000 4919 FL VOLUSIA 12127 042 ORLANDO-MELBOURNE-DAYTONA BEACH, FL 2020 4921 FL HAMILTON 12047 041 JACKSONVILLE, FL 0000 4922 FL BAKER 12003 041 JACKSONVILLE, FL 0000 4924 FL COLUMBIA 12023 041 JACKSONVILLE, FL 0000 4925 FL SUWANNEE 12121 041 JACKSONVILLE, FL 0000 4926 FL BRADFORD 12007 041 JACKSONVILLE, FL 2900 4928 FL UNION 12125 041 JACKSONVILLE, FL 0000 4929 FL LAFAYETTE 12067 041 JACKSONVILLE, FL 0000 4931 FL MADISON 12079 045 TALLAHASSEE, FL 0000 4932 FL JEFFERSON 12065 045 TALLAHASSEE, FL 0000 4933 FL LEON 12073 045 TALLAHASSEE, FL 8240 4934 FL GADSDEN 12039 045 TALLAHASSEE, FL 8240 4936 FL TAYLOR 12123 045 TALLAHASSEE, FL 0000 4937 FL WAKULLA 12129 045 TALLAHASSEE, FL 0000 4938 FL LIBERTY 12077 045 TALLAHASSEE, FL 0000 4939 FL FRANKLIN 12037 045 TALLAHASSEE, FL 0000 4940 FL JACKSON 12063 045 TALLAHASSEE, FL 0000 4941 FL HOLMES 12059 046 PENSACOLA-PANAMA CITY, FL 0000 4942 FL WASHINGTON 12133 046 PENSACOLA-PANAMA CITY, FL 0000 4943 FL CALHOUN 12013 045 TALLAHASSEE, FL 0000 4944 FL GULF 12045 046 PENSACOLA-PANAMA CITY, FL 0000 4945 FL BAY 12005 046 PENSACOLA-PANAMA CITY, FL 6015 4946 FL WALTON 12131 046 PENSACOLA-PANAMA CITY, FL 0000 4947 FL OKALOOSA 12091 046 PENSACOLA-PANAMA CITY, FL 2750 4948 FL SANTA ROSA 12113 046 PENSACOLA-PANAMA CITY, FL 6080 4949 FL ESCAMBIA 12033 046 PENSACOLA-PANAMA CITY, FL 6080 4951 FL ALACHUA 12001 041 JACKSONVILLE, FL 2900 4953 FL GILCHRIST 12041 041 JACKSONVILLE, FL 0000 4955 FL DIXIE 12029 041 JACKSONVILLE, FL 0000 4957 FL LEVY 12075 041 JACKSONVILLE, FL 0000 4959 FL MARION 12083 041 JACKSONVILLE, FL 5790 4961 FL BREVARD 12009 042 ORLANDO-MELBOURNE-DAYTONA BEACH, FL 4900 4962 FL SEMINOLE 12117 042 ORLANDO-MELBOURNE-DAYTONA BEACH, FL 5960 4963 FL LAKE 12069 042 ORLANDO-MELBOURNE-DAYTONA BEACH, FL 0000 4964 FL ORANGE 12095 042 ORLANDO-MELBOURNE-DAYTONA BEACH, FL 5960 4965 FL OSCEOLA 12097 042 ORLANDO-MELBOURNE-DAYTONA BEACH, FL 5960 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 63 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS , SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 4966 FL OKEECHOBEE 12093 043 MIAMI-FORT LAUDERDALE, FL 0000 4967 FL INDIAN RIVER 12061 043 MIAMI-FORT LAUDERDALE, FL 0000 4968 FL ST LUCIE 12111 043 MIAMI-FORT LAUDERDALE, FL 2710 4969 FL MARTIN 12085 043 MIAMI-FORT LAUDERDALE, FL 2710 4971 FL SUMTER 12119 042 ORLANDO-MELBOURNE-DAYTONA BEACH, FL 0000 4972 FL CITRUS 12017 044 TAMPA-ST. PETERSBURG, FL 0000 4973 FL HERNANDO 12053 044 TAMPA-ST. PETERSBURG, FL 8280 4 97 4 FL PASCO 12101 044 TAMPA-ST. PETERSBURG, FL 8280 4975 FL POLK 12105 044 TAMPA-ST. PETERSBURG, FL 3980 4976 FL POLK 12105 044 TAMPA-ST. PETERSBURG, FL 3980 4977 FL HILLSBOROUGH 12057 044 TAMPA-ST. PETERSBURG, FL 8280 4 97 8 FL HILLSBOROUGH 12057 044 TAMPA-ST. PETERSBURG, FL 8280 4979 FL PINELLAS 12103 044 TAMPA-ST. PETERSBURG, FL 8280 4981 FL HIGHLANDS 12055 044 TAMPA-ST. PETERSBURG, FL 0000 4982 FL HARDEE 12049 044 TAMPA-ST. PETERSBURG, FL 0000 4984 FL MANATEE 12081 044 TAMPA-ST. PETERSBURG, FL 1140 4985 FL DE SOTO 12027 044 TAMPA-ST. PETERSBURG, FL 0000 4986 FL SARASOTA 12115 044 TAMPA-ST. PETERSBURG, FL 7510 4988 FL GLADES 12043 043 MIAMI-FORT LAUDERDALE, FL 0000 4989 FL CHARLOTTE 12015 044 TAMPA-ST. PETERSBURG, FL 0000 4991 FL PALM BEACH 12099 043 MIAMI-FORT LAUDERDALE, FL 8960 4992 FL HENDRY 12051 043 MIAMI-FORT LAUDERDALE, FL 0000 4993 FL LEE 12071 044 TAMPA-ST. PETERSBURG, FL 2700 4994 FL BROWARD 12011 043 MIAMI-FORT LAUDERDALE, FL 2680 4995 FL COLLIER 12021 044 TAMPA-ST. PETERSBURG, FL 0000 4996 FL DADE 12025 043 MIAMI-FORT LAUDERDALE, FL 5000 4997 FL DADE 12025 043 MIAMI-FORT LAUDERDALE, FL 5000 4998 FL MONROE 12087 043 MIAMI-FORT LAUDERDALE, FL 0000 4999 FL MONROE 12087 043 MIAMI-FORT LAUDERDALE, FL 0000 5001 MN COOK 27031 095 DULUTH, MN 0000 5003 MN LAKE 27075 095 DULUTH, MN 0000 5005 MN ST LOUIS 27137 095 DULUTH, MN 2240 5006 MN ST LOUIS 27137 095 DULUTH, MN 2240 5007 MN ST LOUIS 27137 095 DULUTH, MN 2240 5008 MN ST LOUIS 27137 095 DULUTH, MN 2240 5009 MN ST LOUIS 27137 095 DULUTH, MN 2240 5014 MN KOOCHICHING 27071 095 DULUTH, MN 0000 5015 MN ITASCA 27061 095 DULUTH, MN 0000 5016 MN CARLTON 27017 095 DULUTH, MN 0000 5017 MN AITKIN 27001 096 MINNEAPOLIS-ST. PAUL, MN 0000 5018 MN PINE 27115 096 MINNEAPOLIS-ST. PAUL, MN 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 64 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 5019 MN KANABEC 27065 096 MINNEAPOLIS-ST. PAUL, MN 0000 5020 MN LAKE OF THE WOODS 27077 150 GRAND FORKS, ND 0000 5021 MN BELTRAMI 27007 150 GRAND FORKS, ND 0000 5022 MN CLEARWATER 27029 150 GRAND FORKS, ND 0000 5023 MN CASS 27021 096 MINNEAPOLIS-ST. PAUL, MN 0000 5024 MN HUBBARD 27057 150 GRAND FORKS, ND 0000 5025 MN CROW WING 27035 096 MINNEAPOLIS-ST. PAUL, MN 0000 5026 MN WADENA 27 15 9 096 MINNEAPOLIS-ST. PAUL, MN 0000 5027 MN MILLE LACS 27095 096 MINNEAPOLIS-ST. PAUL, MN 0000 5028 MN MORRISON 27097 096 MINNEAPOLIS-ST. PAUL, MN 0000 5029 MN TODD 27153 096 MINNEAPOLIS-ST. PAUL, MN 0000 5030 MN ROSEAU 27135 150 GRAND FORKS, ND 0000 5031 MN KITTSON 27069 150 GRAND FORKS, ND 0000 5032 MN MARSHALL 27089 150 GRAND FORKS, ND 0000 5033 MN PENNINGTON 27113 150 GRAND FORKS, ND 0000 5034 MN RED LAKE 27125 150 GRAND FORKS, ND 0000 5035 MN POLK 27119 150 GRAND FORKS, ND 0000 5036 MN MAHNOMEN 27087 150 GRAND FORKS, ND 0000 5037 MN NORMAN 27107 150 GRAND FORKS, ND 0000 5038 MN BECKER 27005 149 FARGO-MOORHEAD, ND-MN 0000 5039 MN CLAY 27027 149 FARGO-MOORHEAD, ND-MN 2520 5040 MN CHISAGO 27025 096 MINNEAPOLIS-ST. PAUL, MN 5120 5041 MN ISANTI 27059 096 MINNEAPOLIS-ST. PAUL, MN 5120 5042 MN WASHINGTON 27163 096 MINNEAPOLIS-ST. PAUL, MN 5120 5043 MN ANOKA 27003 096 MINNEAPOLIS-ST. PAUL, MN 5120 5044 MN RAMSEY 27123 096 MINNEAPOLIS-ST. PAUL, MN 5120 5045 MN HENNEPIN 27053 096 MINNEAPOLIS-ST. PAUL, MN 5120 5046 MN HENNEPIN 27053 096 MINNEAPOLIS-ST. PAUL, MN 5120 5047 MN DAKOTA 27037 096 MINNEAPOLIS-ST. PAUL, MN 5120 5048 MN SCOTT 27139 096 MINNEAPOLIS-ST. PAUL, MN 5120 5049 MN CARVER 27019 096 MINNEAPOLIS-ST. PAUL, MN 5120 5051 MN BENTON 27009 096 MINNEAPOLIS-ST. PAUL, MN 6980 5052 MN SHERBURNE 27141 096 MINNEAPOLIS-ST. PAUL, MN 6980 5053 MN STEARNS 27145 096 MINNEAPOLIS-ST. PAUL, MN 6980 5054 MN WRIGHT 27171 096 MINNEAPOLIS-ST. PAUL, MN 5120 5055 MN MEEKER 27093 096 MINNEAPOLIS-ST. PAUL, MN 0000 5056 MN KANDIYOHI 27067 096 MINNEAPOLIS-ST. PAUL, MN 0000 5057 MN MCLEOD 27085 096 MINNEAPOLIS-ST. PAUL, MN 0000 5058 MN SIBLEY 27 14 3 096 MINNEAPOLIS-ST. PAUL, MN 0000 5059 MN RENVILLE 27129 096 MINNEAPOLIS-ST. PAUL, MN 0000 5060 MN OTTER TAIL 27111 149 FARGO-MOORHEAD, ND-MN 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 65 B111INc CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 5061 MN WILKIN 27167 149 FARGO-MOORHEAD, ND-MN 0000 5062 MN DOUGLAS 27041 096 MINNEAPOLIS-ST. PAUL, MN 0000 5063 MN GRANT 27051 096 MINNEAPOLIS-ST. PAUL, MN 0000 5064 MN TRAVERSE 27155 096 MINNEAPOLIS-ST. PAUL, MN 0000 5065 MN POPE 27121 096 MINNEAPOLIS-ST. PAUL, MN 0000 5066 MN STEVENS 27149 096 MINNEAPOLIS-ST. PAUL, MN 0000 5067 MN SWIFT 27151 096 MINNEAPOLIS-ST. PAUL, MN 0000 5068 MN BIG STONE 27011 096 MINNEAPOLIS-ST. PAUL, MN 0000 5069 MN CHIPPEWA 27023 096 MINNEAPOLIS-ST. PAUL, MN 0000 5070 MN WABASHA 27157 097 ROCHESTER, MN 0000 5071 MN GOODHUE 27049 096 MINNEAPOLIS-ST. PAUL, MN 0000 5072 MN RICE 27131 096 MINNEAPOLIS-ST. PAUL, MN 0000 5073 MN WINONA 27169 091 LA CROSSE, WI 0000 5074 MN OLMSTED 27109 097 ROCHESTER, MN 6820 5075 MN DODGE 27039 097 ROCHESTER, MN 0000 5076 MN STEELE 27147 097 ROCHESTER, MN 0000 5077 MN HOUSTON 27055 091 LA CROSSE, WI 0000 5078 MN FILLMORE 27045 097 ROCHESTER, MN 0000 5079 MN MOWER 27099 097 ROCHESTER, MN 0000 5080 MN LE SUEUR 27079 096 MINNEAPOLIS-ST. PAUL, MN 0000 5081 MN NICOLLET 27103 096 MINNEAPOLIS-ST. PAUL, MN 0000 5082 MN BROWN 27015 096 MINNEAPOLIS-ST. PAUL, MN 0000 5083 MN WASECA 27161 096 MINNEAPOLIS-ST. PAUL, MN 0000 5084 MN BLUE EARTH 27013 096 MINNEAPOLIS-ST. PAUL, MN 0000 5085 MN WATONWAN 27165 096 MINNEAPOLIS-ST. PAUL, MN 0000 5086 MN FREEBORN 27047 097 ROCHESTER, MN 0000 5087 MN FARIBAULT 27043 096 MINNEAPOLIS-ST. PAUL, MN 0000 5088 MN MARTIN 27091 096 MINNEAPOLIS-ST. PAUL, MN 0000 5089 MN JACKSON 27063 147 SIOUX FALLS, SD 0000 5090 MN LAC QUI PARLE 27073 096 MINNEAPOLIS-ST. PAUL, MN 0000 5091 MN YELLOW MEDICINE 27173 096 MINNEAPOLIS-ST. PAUL, MN 0000 5092 MN REDWOOD 27127 147 SIOUX FALLS, SD 0000 5093 MN LYON 27083 147 SIOUX FALLS, SD 0000 5094 MN LINCOLN 27081 147 SIOUX FALLS, SD 0000 5095 MN COTTONWOOD 27033 147 SIOUX FALLS, SD 0000 5096 MN MURRAY 27101 147 SIOUX FALLS, SD 0000 5097 MN PIPESTONE 27117 147 SIOUX FALLS, SD 0000 5098 MN NOBLES 27105 147 SIOUX FALLS, SD 0000 5099 MN ROCK 27133 147 SIOUX FALLS, SD 0000 5111 ND PEMBINA 38067 150 GRAND FORKS, ND 0000 5113 ND CAVALIER 38019 150 GRAND FORKS, ND 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 66 B1111#9 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 5114 ND WALSH 38099 150 GRAND FORKS, ND 0000 5116 ND RAMSEY 38071 150 GRAND FORKS, ND 0000 5117 ND GRAND FORKS 38035 150 GRAND FORKS, ND 2985 5119 ND NELSON 38063 150 GRAND FORKS, ND 0000 5121 ND TOWNER 38095 150 GRAND FORKS, ND 0000 5123 ND ROLETTE 38079 152 MINOT, ND 0000 5124 ND BOTTINEAU 38009 152 MINOT, ND 0000 5126 ND BENSON 38005 150 GRAND FORKS, ND 0000 5127 ND PIERCE 38069 152 MINOT, ND 0000 5129 ND MCHENRY 38049 152 MINOT, ND 0000 5131 ND RENVILLE 38075 152 MINOT, ND 0000 5133 ND BURKE 38013 152 MINOT, ND 0000 5134 ND DIVIDE 38023 152 MINOT, ND 0000 5136 ND WARD 38101 152 MINOT, ND 0000 5137 ND MOUNTRAIL 38061 152 MINOT, ND 0000 5139 ND WILLIAMS 38105 152 MINOT, ND 0000 5141 ND TRAILL 38097 149 FARGO-MOORHEAD, ND-MN 0000 5143 ND STEELE 38091 149 FARGO-MOORHEAD, ND-MN 0000 5144 ND GRIGGS 38039 149 FARGO-MOORHEAD, ND-MN 0000 5146 ND CASS 38017 149 FARGO-MOORHEAD, ND-MN 2520 5147 ND CASS 38017 149 FARGO-MOORHEAD, ND-MN 2520 5149 ND BARNES 38003 149 FARGO-MOORHEAD, ND-MN 0000 5151 ND EDDY 38027 149 FARGO-MOORHEAD, ND-MN 0000 5152 ND FOSTER 38031 149 FARGO-MOORHEAD, ND-MN 0000 5154 ND WELLS 38103 151 BISMARK, ND 0000 5155 ND SHERIDAN 38083 151 BISMARK, ND 0000 5156 ND STUTSMAN 38093 149 FARGO-MOORHEAD, ND-MN 0000 5158 ND KIDDER 38043 151 BISMARK, ND 0000 5159 ND BURLEIGH 38015 151 BISMARK, ND 1010 5161 ND MCLEAN 38055 152 MINOT, ND 0000 5163 ND OLIVER 38065 151 BISMARK, ND 0000 5165 ND MCKENZIE 38053 152 MINOT, ND 0000 5167 ND DUNN 38025 151 BISMARK, ND 0000 5169 ND MERCER 38057 151 BISMARK, ND 0000 5171 ND RICHLAND 38077 149 FARGO-MOORHEAD, ND-MN 0000 5172 ND RANSOM 38073 149 FARGO-MOORHEAD, ND-MN 0000 5174 ND LA MOURE 38045 149 FARGO-MOORHEAD, ND-MN 0000 5175 ND LOGAN 38047 149 FARGO-MOORHEAD, ND-MN 0000 5176 ND SARGENT 38081 149 FARGO-MOORHEAD, ND-MN 0000 5178 ND DICKEY 38021 149 FARGO-MOORHEAD, ND-MN 0000 5179 ND MCINTOSH 38051 149 FARGO-MOORHEAD, ND-MN 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 67 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 5182 ND EMMONS 38029 151 BISMARK, ND 0000 5184 ND MORTON 38059 151 BISMARK, ND 1010 5186 ND GRANT 38037 151 BISMARK, ND 0000 5188 ND SIOUX 38085 151 BISMARK, ND 0000 5191 ND STARK 38089 151 BISMARK, ND 0000 5192 ND BILLINGS 38007 151 BISMARK, ND 0000 5194 ND GOLDEN VALLEY 38033 151 BISMARK, ND 0000 5195 ND HETTINGER 38041 151 BISMARK, ND 0000 5196 ND SLOPE 38087 151 BISMARK, ND 0000 5198 ND ADAMS 38001 151 BISMARK, ND 0000 5199 ND BOWMAN 38011 151 BISMARK, ND 0000 5211 SD ROBERTS 46109 148 ABERDEEN, SD 0000 5212 SD MARSHALL 46091 148 ABERDEEN, SD 0000 5213 SD DAY 46037 148 ABERDEEN, SD 0000 5214 SD GRANT 46051 148 ABERDEEN, SD 0000 5215 SD CODINGTON 46029 148 ABERDEEN, SD 0000 5216 SD DEUEL 46039 148 ABERDEEN, SD 0000 5217 SD HAMLIN 46057 148 ABERDEEN, SD 0000 5219 SD CLARK 46025 148 ABERDEEN, SD 0000 5221 SD BROWN 46013 148 ABERDEEN, SD 0000 5222 SD MCPHERSON 46089 148 ABERDEEN, SD 0000 5223 SD CAMPBELL 46021 146 RAPID CITY, SD 0000 5224 SD EDMUNDS 46045 148 ABERDEEN, SD 0000 5225 SD WALWORTH 46129 146 RAPID CITY, SD 0000 5226 SD SPINK 46115 148 ABERDEEN, SD 0000 5228 SD FAULK 46049 148 ABERDEEN, SD 0000 5229 SD POTTER 46107 146 RAPID CITY, SD 0000 5231 SD CORSON 46031 146 RAPID CITY, SD 0000 5232 SD PERKINS 46105 146 RAPID CITY, SD 0000 5234 SD HARDING 46063 146 RAPID CITY, SD 0000 5236 SD DEWEY 46041 146 RAPID CITY, SD 0000 5237 SD ZIEBACH 46137 146 RAPID CITY, SD 0000 5239 SD BUTTE 46019 146 RAPID CITY, SD 0000 5241 SD BROOKINGS 46011 147 SIOUX FALLS, SD 0000 5242 SD KINGSBURY 46077 147 SIOUX FALLS, SD 0000 5244 SD BEADLE 46005 147 SIOUX FALLS, SD 0000 5245 SD MOODY 46101 147 SIOUX FALLS, SD 0000 5246 SD LAKE 46079 147 SIOUX FALLS, SD 0000 5248 SD MINER 46097 147 SIOUX FALLS, SD 0000 5249 SD SANBORN 46111 147 SIOUX FALLS, SD 0000 5251 SD HAND 46059 147 SIOUX FALLS, SD 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 68 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 5253 SD HYDE 46069 146 RAPID CITY, SD 0000 5255 SD SULLY 46119 146 RAPID CITY, SD 0000 5257 SD HUGHES 46065 146 RAPID CITY, SD 0000 5258 SD JERAULD 46073 147 SIOUX FALLS, SD 0000 5259 SD BUFFALO 46017 146 RAPID CITY, SD 0000 5261 SD STANLEY 46117 146 RAPID CITY, SD 0000 5262 SD HAAKON 46055 146 RAPID CITY, SD 0000 5263 SD MEADE 46093 146 RAPID CITY, SD 0000 5264 SD LAWRENCE 46081 146 RAPID CITY, SD 0000 5265 SD LYMAN 46085 146 RAPID CITY, SD 0000 5266 SD JONES 46075 146 RAPID CITY, SD 0000 5267 SD JACKSON 46071 146 RAPID CITY, SD 0000 5268 SD PENNINGTON 46103 146 RAPID CITY, SD 0000 5271 SD MINNEHAHA 46099 147 SIOUX FALLS, SD 7760 5273 SD MCCOOK 46087 147 SIOUX FALLS, SD 0000 5274 SD LINCOLN 46083 147 SIOUX FALLS, SD 0000 5276 SD TURNER 46125 147 SIOUX FALLS, SD 0000 5277 SD UNION 46127 103 SIOUX CITY, IA 0000 5278 SD CLAY 46027 103 SIOUX CITY, IA 0000 5279 SD YANKTON 46135 103 SIOUX CITY, IA 0000 5281 SD HANSON 46061 147 SIOUX FALLS, SD 0000 5282 SD DAVISON 46035 147 SIOUX FALLS, SD 0000 5283 SD AURORA 46003 147 SIOUX FALLS, SD 0000 5284 SD BRULE 46015 147 SIOUX FALLS, SD 0000 5285 SD HUTCHINSON 46067 147 SIOUX FALLS, SD 0000 5286 SD DOUGLAS 46043 147 SIOUX FALLS, SD 0000 5287 SD BON HOMME 46009 103 SIOUX CITY, IA 0000 5288 SD CHARLES MIX 46023 147 SIOUX FALLS, SD 0000 5291 SD GREGORY 46053 147 SIOUX FALLS, SD 0000 5292 SD TRIPP 46123 146 RAPID CITY, SD 0000 5293 SD MELLETTE 46095 146 RAPID CITY, SD 0000 5294 SD TODD 46121 146 RAPID CITY, SD 0000 5296 SD BENNETT 46007 146 RAPID CITY, SD 0000 5297 SD SHANNON 46113 146 RAPID CITY, SD 0000 5298 SD CUSTER 46033 146 RAPID CITY, SD 0000 5299 SD FALL RIVER 46047 146 RAPID CITY, SD 0000 5311 IA ALLAMAKEE 19005 098 DUBUQUE, IA 0000 5312 IA WINNESHIEK 19191 098 DUBUQUE, IA 0000 5314 IA CLAYTON 19043 098 DUBUQUE, IA 0000 5315 IA FAYETTE 19065 101 WATERLOO, IA 0000 5316 IA DUBUQUE 19061 098 DUBUQUE, IA 2200 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 69 M11INC _ CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 5318 IA DELAWARE 19055 098 DUBUQUE, IA 0000 5319 IA BUCHANAN 19019 101 WATERLOO, IA 0000 5321 IA HOWARD 19089 101 WATERLOO, IA 0000 5322 IA MITCHELL 19131 101 WATERLOO, IA 0000 5323 IA CHICKASAW 19037 101 WATERLOO, IA 0000 5324 IA FLOYD 19067 101 WATERLOO, IA 0000 5325 IA BREMER 19017 101 WATERLOO, IA 8920 5326 IA BUTLER 19023 101 WATERLOO, IA 0000 5327 IA BLACK HAWK 19013 101 WATERLOO, IA 8920 5329 IA GRUNDY 19075 101 WATERLOO, IA 0000 5331 IA WORTH 19195 101 WATERLOO, IA 0000 5332 IA WINNEBAGO 19189 101 WATERLOO, IA 0000 5333 IA CERRO GORDO 19033 101 WATERLOO, IA 0000 5334 IA HANCOCK 19081 101 WATERLOO, IA 0000 5336 IA FRANKLIN 19069 101 WATERLOO, IA 0000 5337 IA WRIGHT 19197 102 FORT DODGE, IA 0000 5338 IA HARDIN 19083 101 WATERLOO, IA 0000 5339 IA HAMILTON 19079 102 FORT DODGE, IA 0000 5341 IA JACKSON 19097 098 DUBUQUE, IA 0000 5342 IA JONES 19105 100 CEDAR RAPIDS, IA 0000 5344 IA CLINTON 19045 099 DAVENPORT-ROCK ISLAND-MOLINE, IA-IL 0000 5345 IA SCOTT 19163 099 DAVENPORT-ROCK ISLAND-MOLINE, IA-IL 1960 5348 IA CEDAR 19031 100 CEDAR RAPIDS, IA 0000 5349 IA MUSCATINE 19139 099 DAVENPORT-ROCK ISLAND-MOLINE, IA-IL 0000 5351 IA LINN 19113 100 CEDAR RAPIDS, IA 1360 5354 IA BENTON 19011 100 CEDAR RAPIDS, IA 0000 5355 IA TAMA 19171 104 DES MOINES, IA 0000 5356 IA JOHNSON 19103 100 CEDAR RAPIDS, IA 3500 5358 IA IOWA 19095 100 CEDAR RAPIDS, IA 0000 5359 IA POWESHIEK 19157 104 DES MOINES, IA 0000 5362 IA MARSHALL 19127 104 DES MOINES, IA 0000 5364 IA STORY 19169 104 DES MOINES, IA 0000 5366 IA JASPER 19099 104 DES MOINES, IA 0000 5368 IA POLK 19153 104 DES MOINES, IA 2120 5371 IA LOUISA 19115 099 DAVENPORT-ROCK ISLAND-MOLINE, IA-IL 0000 5373 IA WASHINGTON 19183 100 CEDAR RAPIDS, IA 0000 5375 IA DES MOINES 19057 099 DAVENPORT-ROCK ISLAND-MOLINE, IA-IL 0000 5377 IA HENRY 19087 099 DAVENPORT-ROCK ISLAND-MOLINE, IA-IL 0000 5379 IA LEE 19111 099 DAVENPORT-ROCK ISLAND-MOLINE, IA-IL 0000 5381 IA KEOKUK 19107 104 DES MOINES, IA 0000 5382 IA MAHASKA 19123 104 DES MOINES, IA 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 70 NJ111#e CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 5383 IA JEFFERSON 19101 104 DES MOINES, IA 0000 5384 IA WAPELLO 19179 104 DES MOINES, IA 0000 5386 IA MONROE 19135 104 DES MOINES, IA 0000 5387 IA VAN BUREN 19177 104 DES MOINES, IA 0000 5388 IA DAVIS 19051 104 DES MOINES, IA 0000 5389 IA APPANOOSE 19007 104 DES MOINES, IA 0000 5391 IA MARION 19125 104 DES MOINES, IA 0000 5393 IA WARREN 19181 104 DES MOINES, IA 2120 5394 IA LUCAS 19117 104 DES MOINES, IA 0000 5396 IA CLARKE 19039 104 DES MOINES, IA 0000 5397 IA WAYNE 19185 104 DES MOINES, IA 0000 5399 IA DECATUR 19053 104 DES MOINES, IA 0000 5411 IA KOSSUTH 19109 102 FORT DODGE, IA 0000 5413 IA EMMET 19063 102 FORT DODGE, IA 0000 5415 IA DICKINSON 19059 102 FORT DODGE, IA 0000 5417 IA PALO ALTO 19147 102 FORT DODGE, IA 0000 5419 IA CLAY 19041 102 FORT DODGE, IA 0000 5422 IA OSCEOLA 19143 147 SIOUX FALLS, SD 0000 5424 IA LYON 19119 147 SIOUX FALLS, SD 0000 5426 IA O'BRIEN 19141 103 SIOUX CITY, IA 0000 5428 IA SIOUX 19167 103 SIOUX CITY, IA 0000 5432 IA HUMBOLDT 19091 102 FORT DODGE, IA 0000 5434 IA POCAHONTAS 19151 102 FORT DODGE, IA 0000 5436 IA WEBSTER 19187 102 FORT DODGE, IA 0000 5436 IA CALHOUN 19025 102 FORT DODGE, IA 0000 5442 IA BUENA VISTA 19021 102 FORT DODGE, IA 0000 5444 IA CHEROKEE 19035 103 SIOUX CITY, IA 0000 5446 IA SAC 19161 102 FORT DODGE, IA 0000 5448 IA IDA 19093 103 SIOUX CITY, IA 0000 5452 IA BOONE 19015 104 DES MOINES, IA 0000 5454 IA GREENE 19073 102 FORT DODGE, IA 0000 5456 IA DALLAS 19049 104 DES MOINES, IA 2120 5458 IA GUTHRIE 19077 104 DES MOINES, IA 0000 5462 IA CARROLL 19027 102 FORT DODGE, IA 0000 5464 IA CRAWFORD 19047 103 SIOUX CITY, IA 0000 5466 IA AUDUBON 19009 143 OMAHA, NE 0000 5468 IA SHELBY 19165 143 OMAHA, NE 0000 5472 IA PLYMOUTH 19149 103 SIOUX CITY, IA 0000 5474 IA WOODBURY 19193 103 SIOUX CITY, IA 7720 5475 IA WOODBURY 19193 103 SIOUX CITY, IA 7720 5476 IA MONONA 19133 103 SIOUX CITY, IA 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 71 R111INC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 5478 IA HARRISON 19085 143 OMAHA, NE 0000 5481 IA MADISON 19121 104 DES MOINES, IA 0000 5483 IA ADAIR 19001 104 DES MOINES, IA 0000 5484 IA UNION 19175 104 DES MOINES, IA 0000 5486 IA ADAMS 19003 143 OMAHA, NE 0000 5487 IA RINGGOLD 19159 104 DES MOINES, IA 0000 5489 IA TAYLOR 19173 143 OMAHA, NE 0000 5491 IA CASS 19029 143 OMAHA, NE 0000 5492 IA POTTAWATTAMIE 19155 143 OMAHA, NE 5920 5495 IA MONTGOMERY 19137 143 OMAHA, NE 0000 5496 IA MILLS 19129 143 OMAHA, NE 0000 5498 IA PAGE 19145 143 OMAHA, NE 0000 5499 IA FREMONT 19071 143 OMAHA, NE 0000 5500 NE DAKOTA 31043 103 SIOUX CITY, IA 7720 5501 NE DIXON 31051 103 SIOUX CITY, IA 0000 5502 NE CEDAR 31027 103 SIOUX CITY, IA 0000 5503 NE THURSTON 31173 103 SIOUX CITY, IA 0000 5504 NE WAYNE 31179 103 SIOUX CITY, IA 0000 5505 NE PIERCE 31139 103 SIOUX CITY, IA 0000 5506 NE BURT 31021 143 OMAHA, NE 0000 5507 NE CUMING 31039 103 SIOUX CITY, IA 0000 5508 NE STANTON 31167 103 SIOUX CITY, IA 0000 5509 NE MADISON 31119 103 SIOUX CITY, IA 0000 5510 NE KNOX 31107 103 SIOUX CITY, IA 0000 5511 NE BOYD 31015 144 GRAND ISLAND, NE 0000 5512 NE KEYA PAHA 31103 144 GRAND ISLAND, NE 0000 5513 NE ANTELOPE 31003 103 SIOUX CITY, IA 0000 5514 NE HOLT 31089 144 GRAND ISLAND, NE 0000 5515 NE ROCK 31149 144 GRAND ISLAND, NE 0000 5516 NE BROWN 31017 144 GRAND ISLAND, NE 0000 5517 NE WHEELER 31183 144 GRAND ISLAND, NE 0000 5518 NE GARFIELD 31071 144 GRAND ISLAND, NE 0000 5519 NE LOUP 31115 144 GRAND ISLAND, NE 0000 5520 NE CHERRY 31031 144 GRAND ISLAND, NE 0000 5522 NE SHERIDAN 31161 145 SCOTTSBLUFF, NE 0000 5523 NE DAWES 31045 145 SCOTTSBLUFF, NE 0000 5524 NE BOX BUTTE 31013 145 SCOTTSBLUFF, NE 0000 5525 NE SIOUX 31165 145 SCOTTSBLUFF, NE 0000 5526 NE BLAINE 31009 144 GRAND ISLAND, NE 0000 5527 NE THOMAS 31171 144 GRAND ISLAND, NE 0000 5528 NE HOOKER 31091 144 GRAND ISLAND, NE 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 72 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 5529 NE GRANT 31075 144 GRAND ISLAND, NE 0000 5530 NE WASHINGTON 31177 143 OMAHA, NE 5920 5531 NE DODGE 31053 143 OMAHA, NE 0000 5532 NE DOUGLAS 31055 143 OMAHA, NE 5920 5533 NE DOUGLAS 31055 143 OMAHA, NE 5920 5534 NE SARPY 31153 143 OMAHA, NE 5920 5535 NE SAUNDERS 31155 143 OMAHA, NE 0000 5536 NE CASS 31025 143 OMAHA, NE 0000 5537 NE OTOE 31131 142 LINCOLN, NE 0000 5538 NE LANCASTER 31109 142 LINCOLN, NE 4360 5539 NE LANCASTER 31109 142 LINCOLN, NE 4360 5540 NE COLFAX 31037 143 OMAHA, NE 0000 5541 NE PLATTE 31141 143 OMAHA, NE 0000 5542 NE BOONE 31011 144 GRAND ISLAND, NE 0000 5543 NE NANCE 31125 144 GRAND ISLAND, NE 0000 5544 NE BUTLER 31023 142 LINCOLN, NE 0000 5545 NE POLK 31143 142 LINCOLN, NE 0000 5546 NE MERRICK 31121 144 GRAND ISLAND, NE 0000 5547 NE SEWARD 31159 142 LINCOLN, NE 0000 5548 NE YORK 31185 142 LINCOLN, NE 0000 5549 NE HAMILTON 31081 144 GRAND ISLAND, NE 0000 5550 NE GREELEY 31077 144 GRAND ISLAND, NE 0000 5551 NE VALLEY 31175 144 GRAND ISLAND, NE 0000 5552 NE HOWARD 31093 144 GRAND ISLAND, NE 0000 5553 NE SHERMAN 31163 144 GRAND ISLAND, NE 0000 5554 NE CUSTER 31041 144 GRAND ISLAND, NE 0000 5555 NE LOGAN 31113 144 GRAND ISLAND, NE 0000 5556 NE MCPHERSON 31117 144 GRAND ISLAND, NE 0000 5557 NE HALL 31079 144 GRAND ISLAND, NE 0000 5558 NE BUFFALO 31019 144 GRAND ISLAND, NE 0000 5559 NE DAWSON 31047 144 GRAND ISLAND, NE 0000 5560 NE ARTHUR 31005 144 GRAND ISLAND, NE 0000 5561 NE GARDEN 31069 145 SCOTTSBLUFF, NE 0000 5562 NE MORRILL 31123 145 SCOTTSBLUFF, NE 0000 5563 NE SCOTTS BLUFF 31157 145 SCOTTSBLUFF, NE 0000 5564 NE BANNER 31157 144 GRAND ISLAND, NE 0000 5565 NE LINCOLN 31111 144 GRAND ISLAND, NE 0000 5566 NE KEITH 31101 144 GRAND ISLAND, NE 0000 5567 NE DEUEL 31049 145 SCOTTSBLUFF, NE 0000 5568 NE CHEYENNE 31033 145 SCOTTSBLUFF, NE 0000 5569 NE KIMBALL 31105 145 SCOTTSBLUFF, NE 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 73 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 5570 NE NEMAHA 31127 142 LINCOLN, NE 0000 5571 NE JOHNSON 31097 142 LINCOLN, NE 0000 5572 NE RICHARDSON 31147 142 LINCOLN, NE 0000 5573 NE PAWNEE 31133 142 LINCOLN, NE 0000 5574 NE GAGE 31067 142 LINCOLN, NE 0000 5576 NE SALINE 31151 142 LINCOLN, NE 0000 5577 NE FILLMORE 31059 142 LINCOLN, NE 0000 5578 NE JEFFERSON 31095 142 LINCOLN, NE 0000 5579 NE THAYER 31169 142 LINCOLN, NE 0000 5580 NE CLAY 31035 144 GRAND ISLAND, NE 0000 5581 NE ADAMS 31001 144 GRAND ISLAND, NE 0000 5582 NE KEARNEY 31099 144 GRAND ISLAND, NE 0000 5583 NE PHELPS 31137 144 GRAND ISLAND, NE 0000 5584 NE GOSPER 31073 144 GRAND ISLAND, NE 0000 5585 NE NUCKOLLS 31129 144 GRAND ISLAND, NE 0000 5586 NE WEBSTER 31181 144 GRAND ISLAND, NE 0000 5587 NE FRANKLIN 31061 144 GRAND ISLAND, NE 0000 5588 NE HARLAN 31083 144 GRAND ISLAND, NE 0000 5589 NE FURNAS 31065 144 GRAND ISLAND, NE 0000 5591 NE PERKINS 31135 144 GRAND ISLAND, NE 0000 5592 NE FRONTIER 31063 144 GRAND ISLAND, NE 0000 5594 NE HAYES 31085 144 GRAND ISLAND, NE 0000 5595 NE CHASE 31029 144 GRAND ISLAND, NE 0000 5596 NE RED WILLOW 31145 144 GRAND ISLAND, NE 0000 5598 NE HITCHCOCK 31087 144 GRAND ISLAND, NE 0000 5599 NE DUNDY 31057 144 GRAND ISLAND, NE 0000 5611 MO CLARK 29045 099 DAVENPORT-ROCK ISLAND-MOLINE, IA-IL 0000 5613 MO SCOTLAND 29199 106 COLUMBIA, MO 0000 5614 MO SCHUYLER 29197 106 COLUMBIA, MO 0000 5616 MO LEWIS 29111 086 QUINCY, IL 0000 5617 MO KNOX 29103 106 COLUMBIA, MO 0000 5619 MO ADAIR 29001 106 COLUMBIA, MO 0000 5621 MO PUTNAM 29171 106 COLUMBIA, MO 0000 5623 MO MERCER 29129 105 KANSAS CITY, MO 0000 5624 MO HARRISON 29081 105 KANSAS CITY, MO 0000 5626 MO SULLIVAN 29211 106 COLUMBIA, MO 0000 5627 MO GRUNDY 29079 105 KANSAS CITY, MO 0000 5629 MO DAVIESS 29061 105 KANSAS CITY, MO 0000 5631 MO WORTH 29227 105 KANSAS CITY, MO 0000 5632 MO GENTRY 29075 105 KANSAS CITY, MO 0000 5634 MO NODAWAY 29147 105 KANSAS CITY, MO 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 74 B111INC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 5635 MO ATCHISON 29005 105 KANSAS CITY, MO 0000 5636 MO DE KALB 29063 105 KANSAS CITY, MO 0000 5638 MO ANDREW 29003 105 KANSAS CITY, MO 0000 5639 MO HOLT 29087 105 KANSAS CITY, MO 0000 5641 MO MARION 29127 086 QUINCY, IL 0000 5643 MO SHELBY 29205 106 COLUMBIA, MO 0000 5644 MO BALLS 29173 086 QUINCY, IL 0000 5646 MO MONROE 29137 106 COLUMBIA, MO 0000 5647 MO PIKE 29163 086 QUINCY, IL 0000 5649 MO AUDRAIN 29007 106 COLUMBIA, MO 0000 5651 MO MACON 29121 106 COLUMBIA, MO 0000 5653 MO LINN 29115 106 COLUMBIA, MO 0000 5654 MO LIVINGSTON 29117 105 KANSAS CITY, MO 0000 5656 MO RANDOLPH 29175 106 COLUMBIA, MO 0000 5657 MO CHARITON 29041 106 COLUMBIA, MO 0000 5659 MO CARROLL 29033 105 KANSAS CITY, MO 0000 5661 MO CALDWELL 29025 105 KANSAS CITY, MO 0000 5662 MO CLINTON 29049 105 KANSAS CITY, MO 0000 5663 MO BUCHANAN 29021 105 KANSAS CITY, MO 7000 5664 MO RAY 29177 105 KANSAS CITY, MO 3760 5665 MO PLATTE 29165 105 KANSAS CITY, MO 3760 5667 MO CLAY 29047 105 KANSAS CITY, MO 3760 5668 MO JACKSON 29095 105 KANSAS CITY, MO 3760 5669 MO JACKSON 29095 105 KANSAS CITY, MO 3760 5671 MO LINCOLN 29113 107 ST. LOUIS, MO 0000 5672 MO ST CHARLES 29183 107 ST. LOUIS, MO 7040 5674 MO WARREN 29219 107 ST. LOUIS, MO 0000 5675 MO IC ST LOUIS 29510 107 ST. LOUIS, MO 7040 5676 MO ST LOUIS 29189 107 ST. LOUIS, MO 7040 5677 MO ST LOUIS 29189 107 ST. LOUIS, MO 7040 5678 MO JEFFERSON 29099 107 ST. LOUIS, MO 7040 5679 MO FRANKLIN 29071 107 ST. LOUIS, MO 7040 5681 MO MONTGOMERY 29139 107 ST. LOUIS, MO 0000 5682 MO CALLAWAY 29027 106 COLUMBIA, MO 0000 5683 MO BOONE 29019 106 COLUMBIA, MO 1740 5684 MO HOWARD 29089 106 COLUMBIA, MO 0000 5686 MO GASCONADE 29073 107 ST. LOUIS, MO 0000 5687 MO OSAGE 29151 106 COLUMBIA, MO 0000 5688 MO COLE 29051 106 COLUMBIA, MO 0000 5689 MO MONITEAU 29135 106 COLUMBIA, MO 0000 5691 MO SALINE 29195 105 KANSAS CITY, MO 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 75 NJiZINC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 5692 MO LAFAYETTE 29107 105 KANSAS CITY, MO 3760 5694 MO COOPER 29053 106 COLUMBIA, MO 0000 5696 MO MORGAN 29141 106 COLUMBIA, MO 0000 5697 MO PETTIS 29159 105 KANSAS CITY, MO 0000 5698 MO JOHNSON 29101 105 KANSAS CITY, MO 0000 5699 MO CASS 29037 105 KANSAS CITY, MO 3760 5711 MO PERRY 29157 107 ST. LOUIS, MO 0000 5712 MO STE GENEVIEVE 29193 107 ST. LOUIS, MO 0000 5714 MO ST FRANCOIS 29187 107 ST. LOUIS, MO 0000 5716 MO WASHINGTON 29221 107 ST. LOUIS, MO 0000 5718 MO CRAWFORD 29055 107 ST. LOUIS, MO 0000 5721 MO MARIES 29125 107 ST. LOUIS, MO 0000 5723 MO MILLER 29131 106 COLUMBIA, MO 0000 5725 MO CAMDEN 29029 106 COLUMBIA, MO 0000 5727 MO PHELPS 29161 107 ST. LOUIS, MO 0000 5729 MO PULASKI 29169 108 SPRINGFIELD, MO 0000 5731 MO BENTON 29015 105 KANSAS CITY, MO 0000 5732 MO HENRY 29083 105 KANSAS CITY, MO 0000 5733 MO BATES 29013 105 KANSAS CITY, MO 0000 5735 MO HICKORY 29085 108 SPRINGFIELD, MO 0000 5736 MO ST CLAIR 29185 108 SPRINGFIELD, MO 0000 5738 MO VERNON 29217 108 SPRINGFIELD, MO 0000 5741 MO CAPE GIRARDEAU 29031 107 ST. LOUIS, MO 0000 5742 MO BOLLINGER 29017 107 ST. LOUIS, MO 0000 5743 MO MADISON 29123 107 ST. LOUIS, MO 0000 5744 MO IRON 29093 107 ST. LOUIS, MO 0000 5745 MO DENT 29065 107 ST. LOUIS, MO 0000 5746 MO WAYNE 29223 107 ST. LOUIS, MO 0000 5747 MO REYNOLDS 29179 107 ST. LOUIS, MO 0000 5749 MO SHANNON 29203 108 SPRINGFIELD, MO 0000 5751 MO TEXAS 29215 108 SPRINGFIELD, MO 0000 5753 MO LACLEDE 29105 108 SPRINGFIELD, MO 0000 5755 MO DALLAS 29059 108 SPRINGFIELD, MO 0000 5757 MO WRIGHT 29229 108 SPRINGFIELD, MO 0000 5759 MO WEBSTER 29225 108 SPRINGFIELD, MO 0000 5761 MO POLK 29167 108 SPRINGFIELD, MO 0000 5762 MO CEDAR 29039 108 SPRINGFIELD, MO 0000 5763 MO DADE 29057 108 SPRINGFIELD, MO 0000 5764 MO BARTON 29011 108 SPRINGFIELD, MO 0000 5765 MO GREENE 29077 108 SPRINGFIELD, MO 7920 5767 MO LAWRENCE 29109 108 SPRINGFIELD, MO 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 76 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 5768 MO JASPER 29097 108 SPRINGFIELD, MO 3710 5771 MO MISSISSIPPI 29133 107 ST. LOUIS, MO 0000 5772 MO SCOTT 29201 107 ST. LOUIS, MO 0000 5773 MO STODDARD 29207 107 ST. LOUIS, MO 0000 5774 MO NEW MADRID 29143 055 MEMPHIS, TN 0000 5776 MO PEMISCOT 29155 055 MEMPHIS, TN 0000 5778 MO DUNKLIN 29069 055 MEMPHIS, TN 0000 5781 MO BUTLER 29023 107 ST. LOUIS, MO 0000 5782 MO CARTER 29035 107 ST. LOUIS, MO 0000 5783 MO RIPLEY 29181 107 ST. LOUIS, MO 0000 5784 MO OREGON 29149 108 SPRINGFIELD, MO 0000 5786 MO HOWELL 29091 108 SPRINGFIELD, MO 0000 5788 MO DOUGLAS 29067 108 SPRINGFIELD, MO 0000 5789 MO OZARK 29153 108 SPRINGFIELD, MO 0000 5791 MO CHRISTIAN 29043 108 SPRINGFIELD, MO 7920 5792 MO TANEY 29213 108 SPRINGFIELD, MO 0000 5794 MO STONE 29209 108 SPRINGFIELD, MO 0000 5796 MO BARRY 29009 108 SPRINGFIELD, MO 0000 5798 MO NEWTON 29145 108 SPRINGFIELD, MO 3710 5799 MO MCDONALD 29119 108 SPRINGFIELD, MO 0000 5811 KS DONIPHAN 20043 105 KANSAS CITY, MO 0000 5812 KS BROWN 20013 105 KANSAS CITY, MO 0000 5813 KS ATCHISON 20005 105 KANSAS CITY, MO 0000 5814 KS JACKSON 20085 141 TOPEKA, KS 0000 5815 KS WYANDOTTE 20209 105 KANSAS CITY, MO 3755 5817 KS LEAVENWORTH 20103 105 KANSAS CITY, MO 3755 5819 KS JEFFERSON 20087 141 TOPEKA, KS 0000 5821 KS NEMAHA 20131 141 TOPEKA, KS 0000 5823 KS MARSHALL 20117 141 TOPEKA, KS 0000 5824 KS WASHINGTON 20201 141 TOPEKA, KS 0000 5826 KS POTTAWATOMIE 20149 141 TOPEKA, KS 0000 5827 KS RILEY 20161 141 TOPEKA, KS 0000 5829 KS CLAY 20027 141 TOPEKA, KS 0000 5831 KS REPUBLIC 20157 140 SALINA, KS 0000 5833 KS JEWELL 20089 140 SALINA, KS 0000 5834 KS SMITH 20183 140 SALINA, KS 0000 5836 KS CLOUD 20029 140 SALINA, KS 0000 5837 KS MITCHELL 20123 140 SALINA, KS 0000 5839 KS OSBORNE 20141 140 SALINA, KS 0000 5840 KS JOHNSON 20091 105 KANSAS CITY, MO 3755 5841 KS DOUGLAS 20045 105 KANSAS CITY, MO 4150 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 77 RA/L/IVC , CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 5842 KS SHAWNEE 20177 141 TOPEKA, KS 8440 5844 KS MIAMI 20121 105 KANSAS CITY, MO 3755 5845 KS FRANKLIN 20059 105 KANSAS CITY, MO 0000 5846 KS OSAGE 20139 141 TOPEKA, KS 0000 5847 KS LINN 20107 105 KANSAS CITY, MO 0000 5848 KS ANDERSON 20003 105 KANSAS CITY, MO 0000 5849 KS COFFEY 20031 141 TOPEKA, KS 0000 5851 KS WABAUNSEE 20197 141 TOPEKA, KS 0000 5852 KS GEARY 20061 141 TOPEKA, KS 0000 5854 KS MORRIS 20127 141 TOPEKA, KS 0000 5855 KS DICKINSON 20041 140 SALINA, KS 0000 5856 KS LYON 20111 141 TOPEKA, KS 0000 5858 KS CHASE 20017 139 WICHITA, KS 0000 5859 KS MARION 20115 139 WICHITA, KS 0000 5861 KS OTTAWA 20143 140 SALINA, KS 0000 5862 KS LINCOLN 20105 140 SALINA, KS 0000 5863 KS RUSSELL 20167 140 SALINA, KS 0000 5864 KS SALINE 20169 140 SALINA, KS 0000 5866 KS ELLSWORTH 20053 140 SALINA, KS 0000 5867 KS MCPHERSON 20113 139 WICHITA, KS 0000 5868 KS RICE 20159 139 WICHITA, KS 0000 5869 KS BARTON 20009 139 WICHITA, KS 0000 5871 KS BOURBON 20011 108 SPRINGFIELD, MO 0000 5872 KS ALLEN 20001 108 SPRINGFIELD, MO 0000 5873 KS WOODSON 20207 108 SPRINGFIELD, MO 0000 5874 KS CRAWFORD 20037 108 SPRINGFIELD, MO 0000 5875 KS NEOSHO 20133 108 SPRINGFIELD, MO 0000 5876 KS WILSON 20205 108 SPRINGFIELD, MO 0000 5877 KS CHEROKEE 20021 108 SPRINGFIELD, MO 0000 5878 KS LABETTE 20099 108 SPRINGFIELD, MO 0000 5879 KS MONTGOMERY 20125 108 SPRINGFIELD, MO 0000 5880 KS GREENWOOD 20073 139 WICHITA, KS 0000 5882 KS BUTLER 20015 139 WICHITA, KS 9040 5883 KS HARVEY 20079 139 WICHITA, KS 0000 5884 KS SEDGWICK 20173 139 WICHITA, KS 9040 5886 KS ELK 20049 139 WICHITA, KS 0000 5887 KS CHAUTAUQUA 20019 139 WICHITA, KS 0000 5888 KS COWLEY 20035 139 WICHITA, KS 0000 5889 KS SUMNER 20191 139 WICHITA, KS 0000 5891 KS RENO 20155 139 WICHITA, KS 0000 5893 KS STAFFORD 20185 139 WICHITA, KS 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 78 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 5894 KS KINGMAN 20095 139 WICHITA, KS 0000 5896 KS PRATT 20151 139 WICHITA, KS 0000 5897 KS HARPER 20077 139 WICHITA, KS 0000 5899 KS BARBER 20007 139 WICHITA, KS 0000 5912 KS PHILLIPS 20147 140 SALINA, KS 0000 5914 KS NORTON 20137 140 SALINA, KS 0000 5916 KS ROOKS 20163 140 SALINA, KS 0000 5918 KS GRAHAM 20065 140 SALINA, KS 0000 5921 KS DECATUR 20039 140 SALINA, KS 0000 5926 KS SHERIDAN 20179 140 SALINA, KS 0000 5932 KS RAWLINS 20153 140 SALINA, KS 0000 5934 KS CHEYENNE 20023 140 SALINA, KS 0000 5936 KS THOMAS 20193 140 SALINA, KS 0000 5938 KS SHERMAN 20181 140 SALINA, KS 0000 5941 KS ELLIS 20051 140 SALINA, KS 0000 5943 KS TREGO 20195 140 SALINA, KS 0000 5945 KS RUSH 20165 139 WICHITA, KS 0000 5947 KS NESS 20135 139 WICHITA, KS 0000 5949 KS PAWNEE 20145 139 WICHITA, KS 0000 5951 KS GOVE 20063 140 SALINA, KS 0000 5955 KS LANE 20101 139 WICHITA, KS 0000 5959 KS SCOTT 20171 139 WICHITA, KS 0000 5962 KS LOGAN 20109 140 SALINA, KS 0000 5964 KS WALLACE 20199 140 SALINA, KS 0000 5966 KS WICHITA 20203 139 WICHITA, KS 0000 5968 KS GREELEY 20071 139 WICHITA, KS 0000 5971 KS EDWARDS 20047 139 WICHITA, KS 0000 5973 KS HODGEMAN 20083 139 WICHITA, KS 0000 5974 KS KIOWA 20097 139 WICHITA, KS 0000 5976 KS FORD 20057 139 WICHITA, KS 0000 5977 KS COMANCHE 20033 139 WICHITA, KS 0000 5979 KS CLARK 20025 139 WICHITA, KS 0000 5981 KS FINNEY 20055 139 WICHITA, KS 0000 5983 KS GRAY 20069 139 WICHITA, KS 0000 5985 KS HASKELL 20081 139 WICHITA, KS 0000 5987 KS MEADE 20119 139 WICHITA, KS 0000 5989 KS SEWARD 20175 139 WICHITA, KS 0000 5991 KS KEARNY 20093 139 WICHITA, KS 0000 5993 KS HAMILTON 20075 139 WICHITA, KS 0000 5994 KS GRANT 20067 139 WICHITA, KS 0000 5996 KS STANTON 20187 139 WICHITA, KS 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 79 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 5997 KS STEVENS 20189 139 WICHITA, KS 0000 5999 KS MORTON 20129 139 WICHITA, KS 0000 -6001 AR CLAY 05021 055 MEMPHIS, TN 0000 6003 AR RANDOLPH 05121 055 MEMPHIS, TN 0000 6005 AR GREENE 05055 055 MEMPHIS, TN 0000 6007 AR LAWRENCE 05075 055 MEMPHIS, TN 0000 6011 AR SHARP 05135 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6013 AR FULTON 05049 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6015 AR IZARD 05065 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6018 AR BAXTER 05005 109 FAYETTEVILLE, AR 0000 6021 AR MARION 05089 109 FAYETTEVILLE, AR 0000 6023 AR BOONE 05009 109 FAYETTEVILLE, AR 0000 6025 AR CARROLL 05015 109 FAYETTEVILLE, AR 0000 6027 AR BENTON 05007 109 FAYETTEVILLE, AR 0000 6031 AR SEARCY 05129 109 FAYETTEVILLE, AR 0000 6032 AR NEWTON 05101 109 FAYETTEVILLE, AR 0000 6034 AR MADISON 05087 109 FAYETTEVILLE, AR 0000 6037 AR WASHINGTON 05143 109 FAYETTEVILLE, AR 2580 6041 AR MISSISSIPPI 05093 055 MEMPHIS, TN 0000 6044 AR CRAIGHEAD 05031 055 MEMPHIS, TN 0000 6047 AR POINSETT 05111 055 MEMPHIS, TN 0000 6051 AR CRITTENDEN 05035 055 MEMPHIS, TN 4920 6054 AR CROSS 05037 055 MEMPHIS, TN 0000 6057 AR ST FRANCIS 05123 055 MEMPHIS, TN 0000 6061 AR JACKSON 05067 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6062 AR INDEPENDENCE 05063 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6064 AR STONE 05137 111 LITTLE ROCK-NORTH LITTLE ROCK, AR 0000 6066 AR CLEBURNE 05023 111 LITTLE ROCK-NORTH LITTLE ROCK, AR 0000 6066 AR VAN BUREN 05141 111 LITTLE ROCK-NORTH LITTLE ROCK, AR 0000 6071 AR WOODRUFF 05147 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6072 AR WHITE 05145 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6075 AR FAULKNER 05045 111 LITTLE ROCK-N. LITTLE ROCK, AR 4400 6078 AR CONWAY 05029 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6081 AR POPE 05115 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6083 AR JOHNSON 05071 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6085 AR FRANKLIN 05047 110 FORT SMITH, AR 0000 6088 AR CRAWFORD 05033 110 FORT SMITH, AR 2720 6091 AR LOGAN 05083 110 FORT SMITH, AR 0000 6092 AR SEBASTIAN 05131 110 FORT SMITH, AR 2720 6093 AR SEBASTIAN 05131 110 FORT SMITH, AR 2720 6094 AR PERRY 05105 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 80 BAIIINC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Includin SPLC to BEA, FIPS, and MSA Translation) (BEA, IPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 6096 AR YELL 05149 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6098 AR SCOTT 05127 110 FORT SMITH, AR 0000 6101 AR LEE 05077 055 MEMPHIS, TN 0000 6104 AR PHILLIPS 05107 055 MEMPHIS, TN 0000 6107 AR MONROE 05095 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6111 AR PRAIRIE 05117 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6113 AR LONOKE 05085 111 LITTLE ROCK-N. LITTLE ROCK, AR 4400 6115 AR ARKANSAS 05001 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6118 AR JEFFERSON 05069 111 LITTLE ROCK-N. LITTLE ROCK, AR 6240 6121 AR PULASKI 05119 111 LITTLE ROCK-N. LITTLE ROCK, AR 4400 6122 AR PULASKI 05119 111 LITTLE ROCK-N. LITTLE ROCK, AR 4400 6124 AR SALINE 05125 111 LITTLE ROCK-N. LITTLE ROCK, AR 4400 6127 AR GRANT 05053 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6131 AR GARLAND 05051 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6133 AR MONTGOMERY 05097 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6135 AR POLK 05113 110 FORT SMITH, AR 0000 6138 AR HOT SPRING 05059 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6141 AR DESHA 05041 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6144 AR LINCOLN 05079 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6147 AR CLEVELAND 05025 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6151 AR DALLAS 05039 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6152 AR CLARK 05019 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6154 AR PIKE 05109 119 TEXARKANA, TX 0000 6156 AR HOWARD 05061 119 TEXARKANA, TX 0000 6158 AR SEVIER 05133 119 TEXARKANA, TX 0000 6161 AR DREW 05043 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6163 AR BRADLEY 05011 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6165 AR CHICOT 05017 ill LITTLE ROCK-N. LITTLE ROCK, AR 0000 6167 AR ASHLEY 05003 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6171 AR CALHOUN 05013 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6174 AR OUACHITA 05103 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6177 AR UNION 05139 111 LITTLE ROCK-N. LITTLE ROCK, AR 0000 6181 AR NEVADA 05099 119 TEXARKANA, TX 0000 6183 AR HEMPSTEAD 05057 119 TEXARKANA, TX 0000 6186 AR COLUMBIA 05027 119 TEXARKANA, TX 0000 6188 AR LAFAYETTE 05073 119 TEXARKANA, TX 0000 6191 AR LITTLE RIVER 05061 119 TEXARKANA, TX 0000 6195 AR MILLER 05091 119 TEXARKANA, TX 8360 6196 AR MILLER 05091 119 TEXARKANA, TX 8360 6211 OK OTTAWA 40115 108 SPRINGFIELD, MO 0000 6212 OK CRAIG 40035 108 SPRINGFIELD, MO 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 81 B111INC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 6213 OK NOWATA 40105 138 TULSA, OK 0000 6214 OK DELAWARE 40041 109 FAYETTEVILLE, AR 0000 6215 OK MAYES 40097 138 TULSA, OK 0000 6216 OK ROGERS 40131 138 TULSA, OK 8560 6217 OK ADAIR 40001 109 FAYETTEVILL, AR 0000 6218 OK CHEROKEE 40021 138 TULSA, OK 0000 6219 OK WAGONER 40145 138 TULSA, OK 8560 6221 OK WASHINGTON 40147 138 TULSA, OK 0000 6222 OK TULSA 40143 138 TULSA, OK 8560 6223 OK TULSA 40143 138 TULSA, OK 8560 6224 OK OSAGE 40113 138 TULSA, OK 8560 6227 OK CREEK 40037 138 TULSA, OK 8560 6228 OK PAWNEE 40117 138 TULSA, OK 0000 6229 OK PAYNE 40119 138 TULSA, OK 0000 6231 OK KAY 40071 138 TULSA, OK 0000 6232 OK GRANT 40053 137 OKLAHOMA CITY, OK 0000 6234 OK NOBLE 40103 138 TULSA, OK 0000 6235 OK GARFIELD 40047 137 OKLAHOMA CITY, OK 2340 6237 OK LOGAN 40063 137 OKLAHOMA CITY, OK 5880 6238 OK KINGFISHER 40073 137 OKLAHOMA CITY, OK 0000 6241 OK SEQUOYAH 40135 110 FORT SMITH, AR 2720 6243 OK MUSKOGEE 40101 138 TULSA, OK 0000 6244 OK LE FLORE 40079 110 FORT SMITH, AR 0000 6247 OK HASKELL 40061 110 FORT SMITH, AR 0000 6249 OK LATIMER 40077 110 FORT SMITH, AR 0000 6251 OK OKMULGEE 40111 138 TULSA, OK 0000 6252 OK LINCOLN 40081 137 OKLAHOMA CITY, OK 0000 6253 OK MCINTOSH 40091 138 TULSA, OK 0000 6254 OK OKFUSKEE 40107 137 OKLAHOMA CITY, OK 0000 6255 OK PITTSBURG 40121 110 FORT SMITH, AR 0000 6257 OK HUGHES 40063 137 OKLAHOMA CITY, OK 0000 6258 OK SEMINOLE 40133 137 OKLAHOMA CITY, OK 0000 6259 OK POTTAWATOMIE 40125 137 OKLAHOMA CITY, OK 5880 6261 OK OKLAHOMA 40109 137 OKLAHOMA CITY, OK 5880 6262 OK OKLAHOMA 40109 137 OKLAHOMA CITY, OK 5880 6263 OK CANADIAN 40017 137 OKLAHOMA CITY, OK 5880 6265 OK CLEVELAND 40027 137 OKLAHOMA CITY, OK 5880 6267 OK MCCLAIN 40087 137 OKLAHOMA CITY, OK 5880 6268 OK GRADY 40051 137 OKLAHOMA CITY, OK 0000 6271 OK MCCURTAIN 40089 110 FORT SMITH, AR 0000 6274 OK PUSHMATAHA 40127 110 FORT SMITH, AR 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 82 RIII/Ne CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 6278 OK CHOCTAW 40023 110 FORT SMITH, AR 0000 6281 OK COAL 40029 137 OKLAHOMA CITY, OK 0000 6282 OK PONTOTOC 40123 137 OKLAHOMA CITY, OK 0000 6284 OK ATOKA 40005 137 OKLAHOMA CITY, OK 0000 6286 OK JOHNSTON 40069 137 OKLAHOMA CITY, OK 0000 6287 OK BRYAN 40013 125 DALLAS-FORT WORTH, TX 0000 6289 OK MARSHALL 40095 137 OKLAHOMA CITY, OK 0000 6291 OK GARVIN 40049 137 OKLAHOMA CITY, OK 0000 6293 OK MURRAY 40099 137 OKLAHOMA CITY, OK 0000 6294 OK STEPHENS 40137 136 LAWTON, OK 0000 6296 OK CARTER 40019 137 OKLAHOMA CITY, OK 0000 6298 OK JEFFERSON 40067 136 LAWTON, OK 0000 6299 OK LOVE 40085 137 OKLAHOMA CITY, OK 0000 6311 OK ALFALFA 40003 137 OKLAHOMA CITY, OK 0000 6314 OK WOODS 40151 137 OKLAHOMA CITY, OK 0000 6318 OK MAJOR 40093 137 OKLAHOMA CITY, OK 0000 6321 OK HARPER 40059 137 OKLAHOMA CITY, OK 0000 6324 OK WOODWARD 40153 137 OKLAHOMA CITY, OK 0000 6327 OK ELLIS 40045 137 OKLAHOMA CITY, OK 0000 6331 OK BEAVER 40007 135 AMARILLO, TX 0000 6334 OK TEXAS 40139 135 AMARILLO, TX 0000 6337 OK CIMARRON 40025 135 AMARILLO, TX 0000 6341 OK BLAINE 40011 137 OKLAHOMA CITY, OK 0000 6342 OK BLAINE 40011 137 OKLAHOMA CITY, OK 0000 6346 OK CADDO 40015 137 OKLAHOMA CITY, OK 0000 6351 OK DEWEY 40043 137 OKLAHOMA CITY, OK 0000 6354 OK CUSTER 40039 137 OKLAHOMA CITY, OK 0000 6357 OK WASHITA 40149 137 OKLAHOMA CITY, OK 0000 6362 OK ROGER MILLS 40129 137 OKLAHOMA CITY, OK 0000 6367 OK BECKHAM 40009 137 OKLAHOMA CITY, OK 0000 6372 OK COMANCHE 40031 136 LAWTON, OK 4200 6377 OK COTTON 40033 136 LAWTON, OK 0000 6382 OK KIOWA 40075 136 LAWTON, OK 0000 6387 OK TILLMAN 40141 136 LAWTON, OK 0000 6392 OK GREER 40055 136 LAWTON, OK 0000 6395 OK HARMON 40057 136 LAWTON, OK 0000 6398 OK JACKSON 40065 136 LAWTON, OK 0000 6411 LA WASHINGTON 22117 113 NEW ORLEANS, LA 0000 6415 LA ST TAMMANY 22103 113 NEW ORLEANS, LA 5560 6421 LA TANGIPAHOA 22105 113 NEW ORLEANS, LA 0000 6431 LA ST HELENA 22091 114 BATON ROUGE, LA 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 83 R111INC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 6435 LA LIVINGSTON 22063 114 BATON ROUGE, LA 0760 6441 LA EAST FELICIANA 22037 114 BATON ROUGE, LA 0000 6443 LA WEST FELICIANA 22125 114 BATON ROUGE, LA 0000 6444 LA POINTE COUPEE 22077 114 BATON ROUGE, LA 0000 6447 LA EAST BATON ROUGE 22033 114 BATON ROUGE, LA 0760 6448 LA EAST BATON ROUGE 22033 114 BATON ROUGE, LA 0760 6449 LA WEST BATON ROUGE 22121 114 BATON ROUGE, LA 0760 6451 LA ASCENSION 22005 114 BATON ROUGE, LA 0760 6453 LA IBERVILLE 22047 114 BATON ROUGE, LA 0000 6455 LA ST JAMES 22093 113 NEW ORLEANS, LA 0000 6459 LA ST JOHN THE BAPTIST 22095 113 NEW ORLEANS, LA 5560 6461 LA ST CHARLES 22089 113 NEW ORLEANS, LA 5560 6465 LA JEFFERSON 22051 113 NEW ORLEANS, LA 5560 6470 LA ORLEANS 22071 113 NEW ORLEANS, LA 5560 6481 LA ST BERNARD 22087 113 NEW ORLEANS, LA 5560 6491 LA PLAQUEMINES 22075 113 NEW ORLEANS, LA 0000 6511 LA EAST CARROLL 22035 118 MONROE, LA 0000 6513 LA WEST CARROLL 22123 118 MONROE, LA 0000 6515 LA MOREHOUSE 22067 118 MONROE, LA 0000 6517 LA MADISON 22065 118 MONROE, LA 0000 6519 LA RICHLAND 22083 118 MONROE, LA 0000 6521 LA UNION 22111 118 MONROE, LA 0000 6523 LA OUACHITA 22073 118 MONROE, LA 5200 6525 LA LINCOLN 22061 118 MONROE, LA 0000 6527 LA JACKSON 22049 118 MONROE, LA 0000 6531 LA CLAIBORNE 22027 117 SHREVEPORT, LA 0000 6533 LA BIENVILLE 22013 117 SHREVEPORT, LA 0000 6535 LA WEBSTER 22119 117 SHREVEPORT, LA 0000 6537 LA BOSSIER 22015 117 SHREVEPORT, LA 7680 6538 LA CADDO 22017 117 SHREVEPORT, LA 7660 6539 LA CADDO 22017 117 SHREVEPORT, LA 7680 6541 LA TENSAS 22107 118 MONROE, LA 0000 6543 LA FRANKLIN 22041 118 MONROE, LA 0000 6545 LA CONCORDIA 22029 114 BATON ROUGE, LA 0000 6547 LA CATAHOULA 22025 118 MONROE, LA 0000 6549 LA AVOYELLES 22009 117 SHREVEPORT, LA 0000 6551 LA CALDWELL 22021 118 MONROE, LA 0000 6553 LA WINN 22127 117 SHREVEPORT, LA 0000 6555 LA LA SALLE 22059 118 MONROE, LA 0000 6557 LA GRANT 22043 117 SHREVEPORT, LA 0000 6559 LA RAPIDES 22079 117 SHREVEPORT, LA 0220 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 84 B411INC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 6561 LA RED RIVER 22081 117 SHREVEPORT, LA 0000 6563 LA DE SOTO 22031 117 SHREVEPORT, LA 0000 6565 LA NATCHITOCHES 22069 117 SHREVEPORT, LA 0000 6567 LA SABINE 22085 117 SHREVEPORT, LA 0000 6569 LA VERNON 22115 116 LAKE CHARLES, LA 0000 6571 LA ST LANDRY 22097 115 LAFAYETTE, LA 0000 6572 LA EVANGELINE 22039 115 LAFAYETTE, LA 0000 6573 LA ST MARTIN 22099 115 LAFAYETTE, LA 3880 6574 LA LAFAYETTE 22055 115 LAFAYETTE, LA 3880 6575 LA ACADIA 22001 115 LAFAYETTE, LA 0000 6576 LA ST MARY 22101 115 LAFAYETTE, LA 0000 6577 LA IBERIA 22045 115 LAFAYETTE, LA 0000 6578 LA VERMILION 22113 115 LAFAYETTE, LA 0000 6581 LA ALLEN 22003 116 LAKE CHARLES, LA 0000 6583 LA BEAUREGARD 22011 116 LAKE CHARLES, LA 0000 6584 LA JEFFERSON DAVIS 22053 116 LAKE CHARLES, LA 0000 6586 LA CALCASIEU 22019 116 LAKE CHARLES, LA 3960 6588 LA CAMERON 22023 116 LAKE CHARLES, LA 0000 6589 LA RICHLAND 22083 118 MONROE, LA 0000 6591 LA ASSUMPTION 22007 113 NEW ORLEANS, LA 0000 6593 LA LAFOURCHE 22057 113 NEW ORLEANS, LA 3350 6597 LA TERREBONNE 22109 113 NEW ORLEANS, LA 3350 6611 TX BOWIE 48037 119 TEXARKANA, TX 8360 6612 TX RED RIVER 48387 119 TEXARKANA, TX 0000 6614 TX CASS 48067 119 TEXARKANA, TX 0000 6616 TX MORRIS 48343 119 TEXARKANA, TX 0000 6617 TX TITUS 48449 119 TEXARKANA, TX 0000 6618 TX CAMP 48063 119 TEXARKANA, TX 0000 6619 TX FRANKLIN 48159 125 DALLAS-FORT WORTH, TX 0000 6621 TX LAMAR 48277 119 TEXARKANA, TX 0000 6623 TX FANNIN 48147 125 DALLAS-FORT WORTH, TX 0000 6625 TX DELTA 48119 125 DALLAS-FORT WORTH, TX 0000 6627 TX HOPKINS 48223 125 DALLAS-FORT WORTH, TX 0000 6629 TX HUNT 48231 125 DALLAS-FORT WORTH, TX 0000 6631 TX GRAYSON 48181 125 DALLAS-FORT WORTH, TX 7640 6633 TX COOKE 48097 125 DALLAS-FORT WORTH, TX 0000 6634 TX MONTAGUE 48337 125 DALLAS-FORT WORTH, TX 0000 6636 TX COLLIN 48085 125 DALLAS-FORT WORTH, TX 1920 6637 TX DENTON 48121 125 DALLAS-FORT WORTH, TX 1920 6639 TX WISE 48497 125 DALLAS-FORT WORTH, TX 0000 6641 TX CLAY 48077 126 WICHITA FALLS, TX 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 85 B111INC . CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 6643 TX WICHITA 48485 126 WICHITA FALLS, TX 9080 6644 TX WICHITA 48485 126 WICHITA FALLS, TX 9080 6645 TX ARCHER 48009 126 WICHITA FALLS, TX 0000 6647 TX JACK 48237 125 DALLAS-FORT WORTH, TX 0000 6649 TX YOUNG 48503 126 WICHITA FALLS, TX 0000 6651 TX MARION 48315 120 TYLER-LONGVIEW, TX 0000 6652 TX UPSHUR 48459 120 TYLER-LONGVIEW, TX 0000 6653 TX HARRISON 48203 120 TYLER-LONGVIEW, TX 4420 6654 TX GREGG 46183 120 TYLER-LONGVIEW, TX 4420 6655 TX PANOLA 48365 120 TYLER-LONGVIEW, TX 0000 6657 TX RUSK 48401 120 TYLER-LONGVIEW, TX 0000 6659 TX SHELBY 48419 120 TYLER-LONGVIEW, TX 0000 6661 TX WOOD 48499 120 TYLER-LONGVIEW, TX 0000 6662 TX RAINS 48379 125 DALLAS-FORT WORTH, TX 0000 6663 TX SMITH 48423 120 TYLER-LONGVIEW, TX 8640 6664 TX VAN ZANDT 48467 125 DALLAS-FORT WORTH, TX 0000 6665 TX HENDERSON 48213 120 TYLER-LONGVIEW, TX 0000 6666 TX CHEROKEE 48073 120 TYLER-LONGVIEW, TX 0000 6668 TX ANDERSON 48001 120 TYLER-LONGVIEW, TX 0000 6671 TX ROCKWALL 48397 125 DALLAS-FORT WORTH, TX 1920 6672 TX DALLAS 48113 125 DALLAS-FORT WORTH, TX 1920 6673 TX DALLAS 48113 125 DALLAS-FORT WORTH, TX 1920 6674 TX KAUFMAN 48257 125 DALLAS-FORT WORTH, TX 1920 6675 TX ELLIS 48139 125 DALLAS-FORT WORTH, TX 1920 6676 TX NAVARRO 48349 125 DALLAS-FORT WORTH, TX 0000 6677 TX FREESTONE 48161 124 WACO-KILLEEN-TEMPLE, TX 0000 6678 TX LIMESTONE 48293 124 WACO-KILLEEN-TEMPLE, TX 0000 6681 TX TARRANT 48439 125 DALLAS-FORT WORTH, TX 2800 6682 TX TARRANT 48439 125 DALLAS-FORT WORTH, TX 2800 6683 TX PARKER 48367 125 DALLAS-FORT WORTH, TX 2800 6684 TX PALO PINTO 48363 125 DALLAS-FORT WORTH, TX 0000 6685 TX JOHNSON 48251 125 DALLAS-FORT WORTH, TX 2800 6686 TX HOOD 48221 125 DALLAS-FORT WORTH, TX 0000 6687 TX SOMERVELL 48425 125 DALLAS-FORT WORTH, TX 0000 6688 TX ERATH 48143 125 DALLAS-FORT WORTH, TX 0000 6691 TX HILL 48217 124 WACO-KILLEEN-TEMPLE, TX 0000 6693 TX BOSQUE 48035 124 WACO-KILLEEN-TEMPLE, TX 0000 6695 TX HAMILTON 48193 124 WACO-KILLEEN-TEMPLE, TX 0000 6697 TX MCLENNAN 48309 124 WACO-KILLEEN-TEMPLE, TX 8800 6699 TX CORYELL 48099 124 WACO-KILLEEN-TEMPLE, TX 3810 6711 TX LIPSCOMB 48295 135 AMARILLO, TX 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 86 BJIIINC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 6712 TX OCHILTREE 48357 135 AMARILLO, TX 0000 6713 TX HANSFORD 48195 135 AMARILLO, TX 0000 6714 TX HEMPHILL 48211 135 AMARILLO, TX 0000 6715 TX ROBERTS 48393 135 AMARILLO, TX 0000 6716 TX HUTCHINSON 48233 135 AMARILLO, TX 0000 6717 TX WHEELER 48483 135 AMARILLO, TX 0000 6718 TX GRAY 48179 135 AMARILLO, TX 0000 6719 TX CARSON 48065 135 AMARILLO, TX 0000 6721 TX SHERMAN 48421 135 AMARILLO, TX 0000 6722 TX DALLAM 48111 135 AMARILLO, TX 0000 6723 TX MOORE 48341 135 AMARILLO, TX 0000 6724 TX HARTLEY 48205 135 AMARILLO, TX 0000 6726 TX POTTER 48375 135 AMARILLO, TX 0320 6727 TX POTTER 48375 135 AMARILLO, TX 0320 6728 TX OLDHAM 48359 135 AMARILLO, TX 0000 6731 TX COLLINGSWORTH 48087 135 AMARILLO, TX 0000 6732 TX DONLEY 48129 135 AMARILLO, TX 0000 6733 TX ARMSTRONG 48011 135 AMARILLO, TX 0000 6734 TX CHILDRESS 48075 135 AMARILLO, TX 0000 6735 TX HALL 48191 135 AMARILLO, TX 0000 6736 TX BRISCOE 48045 135 AMARILLO, TX 0000 6737 TX COTTLE 48101 126 WICHITA FALLS, TX 0000 6738 TX MOTLEY 48345 134 LUBBOCK, TX 0000 6739 TX FLOYD 48153 134 LUBBOCK, TX 0000 6741 TX RANDALL 48381 135 AMARILLO, TX 0320 6742 TX DEAF SMITH 48117 135 AMARILLO, TX 0000 6744 TX SWISHER 48437 135 AMARILLO, TX 0000 6745 TX CASTRO 48069 135 AMARILLO, TX 0000 6746 TX PARMER 48369 135 AMARILLO, TX 0000 6747 TX HALE 48189 134 LUBBOCK, TX 0000 6748 TX LAMB 48279 134 LUBBOCK, TX 0000 6749 TX BAILEY 48017 134 LUBBOCK, TX 0000 6751 TX WILBARGER 48487 126 WICHITA FALLS, TX 0000 6752 TX HARDEMAN 48197 126 WICHITA FALLS, TX 0000 6753 TX HARDEMAN 48197 126 WICHITA FALLS, TX 0000 6754 TX FOARD 48155 126 WICHITA FALLS, TX 0000 6755 TX BAYLOR 48023 126 WICHITA FALLS, TX 0000 6756 TX KNOX 48275 127 ABILENE, TX 0000 6758 TX THROCKMORTON 48447 127 ABILENE, TX 0000 6759 TX HASKELL 48207 127 ABILENE, TX 0000 6761 TX KING 48269 134 LUBBOCK, TX 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 87 RAIIINC . CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 6762 TX DICKENS 48125 134 LUBBOCK, TX 0000 6764 TX CROSBY 48107 134 LUBBOCK, TX 0000 6765 TX STONEWALL 48433 127 ABILENE, TX 0000 6767 TX KENT 48263 127 ABILENE, TX 0000 6768 TX GARZA 48169 134 LUBBOCK, TX 0000 6771 TX LUBBOCK 48303 134 LUBBOCK, TX 4600 6772 TX LUBBOCK 48303 134 LUBBOCK, TX 4600 6773 TX HOCKLEY 48219 134 LUBBOCK, TX 0000 6775 TX COCHRAN 48079 134 LUBBOCK, TX 0000 6776 TX LYNN 48305 134 LUBBOCK, TX 0000 6778 TX TERRY 48445 134 LUBBOCK, TX 0000 6779 TX YOAKUM 48303 134 LUBBOCK, TX 4600 6781 TX STEPHENS 48429 127 ABILENE, TX 0000 6782 TX SHACKELFORD 48417 127 ABILENE, TX 0000 6783 TX JONES 48253 127 ABILENE, TX 0000 6785 TX FISHER 48151 127 ABILENE, TX 0000 6786 TX EASTLAND 48133 127 ABILENE, TX 0000 6787 TX CALLAHAN 48059 127 ABILENE, TX 0000 6788 TX TAYLOR 48441 127 ABILENE, TX 0040 6789 TX NOLAN 48353 127 ABILENE, TX 0000 6791 TX SCURRY 48415 127 ABILENE, TX 0000 6792 TX BORDEN 48033 134 LUBBOCK, TX 0000 6793 TX DAWSON 48115 134 LUBBOCK, TX 0000 6794 TX GAINES 48165 134 LUBBOCK, TX 0000 6795 TX MITCHELL 48335 127 ABILENE, TX 0000 6796 TX HOWARD 48227 132 ODESSA-MIDLAND, TX 0000 6797 TX MARTIN 48317 132 ODESSA-MIDLAND, TX 0000 6798 TX ANDREWS 48003 132 ODESSA-MIDLAND, TX 0000 6811 TX SABINE 48403 121 BEAUMONT-PORT ARTHUR, TX 0000 6812 TX SAN AUGUSTINE 48405 120 TYLER-LONGVIEW, TX 0000 6813 TX NACOGDOCHES 48347 120 TYLER-LONGVIEW, TX 0000 6814 TX ANGELINA 48005 120 TYLER-LONGVIEW, TX 0000 6815 TX NEWTON 48351 121 BEAUMONT-PORT ARTHUR, TX 0000 6816 TX JASPER 48241 121 BEAUMONT-PORT ARTHUR, TX 0000 6817 TX TYLER 48457 121 BEAUMONT-PORT ARTHUR, TX 0000 6818 TX POLK 48373 122 HOUSTON, TX 0000 6819 TX TRINITY 48455 122 HOUSTON, TX 0000 6821 TX HOUSTON 48225 120 TYLER-LONGVIEW, TX 0000 6822 TX LEON 48289 122 HOUSTON, TX 0000 6823 TX MADISON 48313 122 HOUSTON, TX 0000 6824 TX ROBERTSON 48395 122 HOUSTON, TX 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 88 . Rar�iHc CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 6825 TX SAN JACINTO 48407 122 HOUSTON, TX 0000 6826 TX WALKER 48471 122 HOUSTON, TX 0000 6827 TX GRIMES 48185 122 HOUSTON, TX 0000 6828 TX BRAZOS 48041 122 HOUSTON, TX 1260 6829 TX MONTGOMERY 48339 122 HOUSTON, TX 3360 6831 TX FALLS 48145 124 WACO-KILLEEN-TEMPLE, TX 0000 6832 TX BELL 48027 124 WACO-KILLEEN-TEMPLE, TX 3810 6833 TX LAMPASAS 48281 124 WACO-KILLEEN-TEMPLE, TX 0000 6834 TX MILAM 48331 124 WACO-KILLEEN-TEMPLE, TX 0000 6835 TX WILLIAMSON 48491 123 AUSTIN, TX 0640 6836 TX BURNET 48053 123 AUSTIN, TX 0000 6837 TX BURLESON 48051 122 HOUSTON, TX 0000 6838 TX WASHINGTON 48477 122 HOUSTON, TX 0000 6839 TX LEE 48287 123 AUSTIN, TX 0000 6841 TX ORANGE 48361 121 BEAUMONT-PORT ARTHUR, TX 0840 6842 TX HARDIN 48199 121 BEAUMONT-PORT ARTHUR, TX 0840 6843 TX JEFFERSON 48245 121 BEAUMONT-PORT ARTHUR, TX 0840 6844 TX JEFFERSON 48245 121 BEAUMONT-PORT ARTHUR, TX 0840 6845 TX LIBERTY 48291 122 HOUSTON, TX 3360 6846 TX CHAMBERS 48071 122 HOUSTON, TX 0000 6847 TX HARRIS 48201 122 HOUSTON, TX 3360 6848 TX HARRIS 48201 122 HOUSTON, TX 3360 6849 TX WALLER 48473 122 HOUSTON, TX 3360 6851 TX AUSTIN 48015 122 HOUSTON, TX 0000 6852 TX FAYETTE 48149 122 HOUSTON, TX 0000 6853 TX BASTROP 48021 123 AUSTIN, TX 0000 6854 TX TRAVIS 48453 123 AUSTIN, TX 0640 6855 TX TRAVIS 48453 123 AUSTIN, TX 0640 6856 TX CALDWELL 48055 123 AUSTIN, TX 0000 6857 TX HAYS 48209 123 AUSTIN, TX 0640 6858 TX BLANCO 48031 123 AUSTIN, TX 0000 6859 TX COMAL 48091 129 SAN ANTONIO, TX 7240 6861 TX GALVESTON 48167 122 HOUSTON, TX 2920 6862 TX BRAZORIA 48039 122 HOUSTON, TX 1145 6864 TX FORT BEND 48157 122 HOUSTON, TX 3360 6865 TX WHARTON 48481 122 HOUSTON, TX 0000 6866 TX COLORADO 48069 122 HOUSTON, TX 0000 6867 TX MATAGORDA 48321 122 HOUSTON, TX 0000 6869 TX JACKSON 48239 122 HOUSTON, TX 0000 6871 TX LAVACA 48285 122 HOUSTON, TX 0000 6872 TX GONZALES 48177 129 SAN ANTONIO, TX 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 89 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BRA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 6873 TX GUADALUPE 48187 129 SAN ANTONIO, TX 7240 6874 TX BEXAR 48029 129 SAN ANTONIO, TX 7240 6875 TX BEXAR 48029 129 SAN ANTONIO, TX 7240 6876 TX DE WITT 48123 122 HOUSTON, TX 0000 6877 TX WILSON 48493 129 SAN ANTONIO, TX 0000 6878 TX KARNES 48255 129 SAN ANTONIO, TX 0000 6879 TX ATASCOSA 48013 129 SAN ANTONIO, TX 0000 6881 TX CALHOUN 48057 122 HOUSTON, TX 0000 6882 TX VICTORIA 48469 122 HOUSTON, TX 8750 6883 TX GOLIAD 48175 122 HOUSTON, TX 0000 6884 TX REFUGIO 48391 130 CORPUS CHRISTI, TX 0000 6885 TX BEE 48025 130 CORPUS CHRISTI, TX 0000 6886 TX LIVE OAK 48297 130 CORPUS CHRISTI, TX 0000 6887 TX ARANSAS 48007 130 CORPUS CHRISTI, TX 0000 6888 TX SAN PATRICIO 48409 130 CORPUS CHRISTI, TX 1680 6891 TX NUECES 48355 130 CORPUS CHRISTI, TX 1880 6892 TX NUECES 48355 130 CORPUS CHRISTI, TX 1880 6893 TX JIM WELLS 48249 130 CORPUS CHRISTI, TX 0000 6894 TX KLEBERG 48273 130 CORPUS CHRISTI, TX 0000 6895 TX KENEDY 48261 130 CORPUS CHRISTI, TX 0000 6896 TX BROOKS 48047 130 CORPUS CHRISTI, TX 0000 6897 TX WILLACY 48489 131 BROWNSVILLE-MCALLEN-HARLINGEN, TX 0000 6898 TX CAMERON 48061 131 BROWNSVILLE-MCALLEN-HARLINGEN, TX1240 6899 TX HIDALGO 48215 131 BROWNSVILLE-MCALLEN-HARLINGEN, TX 4880 6901 TX COMANCHE 48093 127 ABILENE, TX 0000 6902 TX MILLS 48333 124 WACO-KILLEEN-TEMPLE, TX 0000 6903 TX BROWN 48049 127 ABILENE, TX 0000 6904 TX COLEMAN 48083 127 ABILENE, TX 0000 6905 TX SAN SABA 48411 128 SAN ANGELO, TX 0000 6906 TX MCCULLOCH 48307 128 SAN ANGELO, TX 0000 6907 TX LLANO 48299 123 AUSTIN, TX 0000 6908 TX MASON 48319 128 SAN ANGELO, TX 0000 6909 TX GILLESPIE 48171 129 SAN ANTONIO, TX 0000 6911 TX RUNNELS 48399 128 SAN ANGELO, TX 0000 6912 TX COKE 48081 128 SAN ANGELO, TX 0000 6913 TX CONCHO 48005 128 SAN ANGELO, TX 0000 6914 TX TOM GREEN 48451 128 SAN ANGELO, TX 7200 6915 TX MENARD 48327 128 SAN ANGELO, TX 0000 6916 TX SCHLEICHER 48413 128 SAN ANGELO, TX 0000 6917 TX KIMBLE 48267 128 SAN ANGELO, TX 0000 6918 TX SUTTON 48435 128 SAN ANGELO, TX 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 90 • RA/L/HC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 6921 TX KENDALL 48259 129 SAN ANTONIO, TX 0000 6922 TX KERR 48265 129 SAN ANTONIO, TX 0000 6923 TX BANDERA 48019 129 SAN ANTONIO, TX 0000 6924 TX REAL 48385 129 SAN ANTONIO, TX 0000 6925 TX EDWARDS 48137 129 SAN ANTONIO, TX 0000 6926 TX MEDINA 48325 129 SAN ANTONIO, TX 0000 6927 TX UVALDE 48463 129 SAN ANTONIO, TX 0000 6929 TX KINNEY 48271 129 SAN ANTONIO, TX 0000 6931 TX STERLING 48431 128 SAN ANGELO, TX 0000 6932 TX GLASSCOCK 48173 132 ODESSA-MIDLAND, TX 0000 6933 TX IRION 48235 128 SAN ANGELO, TX 0000 6934 TX REAGAN 48383 128 SAN ANGELO, TX 0000 6935 TX CROCKETT 48105 128 SAN ANGELO, TX 0000 6937 TX VAL VERDE 48465 129 SAN ANTONIO, TX 0000 6941 TX MIDLAND 48329 132 ODESSA-MIDLAND, TX 5040 6942 TX ECTOR 48135 132 ODESSA-MIDLAND, TX 5800 6944 TX WINKLER 48495 132 ODESSA-MIDLAND, TX 0000 6945 TX LOVING 48301 132 ODESSA-MIDLAND, TX 0000 6946 TX UPTON 48461 132 ODESSA-MIDLAND, TX 0000 6948 TX CRANE 48103 132 ODESSA-MIDLAND, TX 0000 6949 TX WARD 48475 132 ODESSA-MIDLAND, TX 0000 6951 TX PECOS 48371 132 ODESSA-MIDLAND, TX 0000 6954 TX REEVES 48389 132 ODESSA-MIDLAND, TX 0000 6957 TX TERRELL 48443 128 SAN ANGELO, TX 0000 6961 TX CULBERSON 48109 133 EL PASO, TX 0000 6964 TX HUDSPETH 48229 133 EL PASO, TX 0000 6968 TX EL PASO 48141 133 EL PASO, TX 2320 6969 TX EL PASO 48141 133 EL PASO, TX 2320 6971 TX JEFF DAVIS 48243 133 EL PASO, TX 0000 6972 TX BREWSTER 48043 133 EL PASO, TX 0000 6976 TX PRESIDIO 48377 133 EL PASO, TX 0000 6981 TX FRIO 48163 129 SAN ANTONIO, TX 0000 6982 TX ZAVALA 48507 129 SAN ANTONIO, TX 0000 6983 TX MAVERICK 48323 129 SAN ANTONIO, TX 0000 6985 TX MCMULLEN 48311 129 SAN ANTONIO, TX 0000 6986 TX LA SALLE 48283 129 SAN ANTONIO, TX 0000 6988 TX DIMMIT 48127 129 SAN ANTONIO, TX 0000 6991 TX DUVAL 48131 130 CORPUS CHRISTI, TX 0000 6993 TX WEBB 48479 129 SAN ANTONIO, TX 4080 6996 TX JIM HOGG 48247 129 SAN ANTONIO, TX 0000 6997 TX ZAPATA 48505 129 SAN ANTONIO, TX 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 91 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 6999 TX STARR 48427 131 BROWNSVILLE-MCALLEN-HARLINGEN, TX 0000 7011 MT SHERIDAN 30091 152 MINOT, ND 0000 7013 MT DANIELS 30019 152 MINOT, ND 0000 7015 MT ROOSEVELT 30085 152 MINOT, ND 0000 7017 MT VALLEY 30105 153 GREAT FALLS, MT 0000 7021 MT PHILLIPS 30071 153 GREAT FALLS, MT 0000 7024 MT BLAINE 30005 153 GREAT FALLS, MT 0000 7028 MT HILL 30041 153 GREAT FALLS, MT 0000 7031 MT LIBERTY 30051 153 GREAT FALLS, MT 0000 7033 MT TOOLE 30101 153 GREAT FALLS, MT 0000 7035 MT GLACIER 30035 153 GREAT FALLS, MT 0000 7036 MT PONDERA 30073 153 GREAT FALLS, MT 0000 7037 MT TETON 30099 153 GREAT FALLS, MT 0000 7041 MT RICHLAND 30083 152 MINOT, ND 0000 7044 MT WIBAUX 30109 155 BILLINGS, MT 0000 7046 MT DAWSON 30021 155 BILLINGS, MT 0000 7049 MT MCCONE 30055 155 BILLINGS, MT 0000 7051 MT GARFIELD 30033 155 BILLINGS, MT 0000 7055 MT PETROLEUM 30069 153 GREAT FALLS, MT 0000 7057 MT FERGUS 30027 153 GREAT FALLS, MT 0000 7061 MT CHOUTEAU 30015 153 GREAT FALLS, MT 0000 7064 MT JUDITH BASIN 30045 153 GREAT FALLS, MT 0000 7067 MT CASCADE 30013 153 GREAT FALLS, MT 3040 7071 MT PRAIRIE 30079 155 BILLINGS, MT 0000 7072 MT FALLON 30025 155 BILLINGS, MT 0000 7074 MT CUSTER 30017 155 BILLINGS, MT 0000 7076 MT CARTER 30011 155 BILLINGS, MT 0000 7078 MT POWDER RIVER 30075 155 BILLINGS, MT 0000 7081 MT ROSEBUD 30087 155 BILLINGS, MT 0000 7083 MT MUSSELSHELL 30065 155 BILLINGS, MT 0000 7084 MT TREASURE 30103 155 BILLINGS, MT 0000 7085 MT YELLOWSTONE 30111 155 BILLINGS, MT 0880 7087 MT BIG HORN 30003 155 BILLINGS, MT 0000 7091 MT GOLDEN VALLEY 30037 155 BILLINGS, MT 0000 7092 MT WHEATLAND 30107 153 GREAT FALLS, MT 0000 7093 MT MEAGHER 30059 153 GREAT FALLS, MT 0000 7094 MT STILLWATER 30095 155 BILLINGS, MT 0000 7096 MT SWEET GRASS 30097 155 BILLINGS, MT 0000 7098 MT CARBON 30009 155 BILLINGS, MT 0000 7111 MT FLATHEAD 30029 154 MISSOULA, MT 0000 7115 MT LINCOLN 30053 154 MISSOULA, MT 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 92 NJ111#e CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, IPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 7121 MT LAKE 30047 154 MISSOULA, MT 0000 7125 MT SANDERS 30089 154 MISSOULA, MT 0000 7131 MT LEWIS 6 CLARK 30049 153 GREAT FALLS, MT 0000 7135 MT POWELL 30077 154 MISSOULA, MT 0000 7141 MT MISSOULA 30063 154 MISSOULA, MT 0000 7145 MT MINERAL 30061 154 MISSOULA, MT 0000 7151 MT BROADWATER 30007 153 GREAT FALLS, MT 0000 7155 MT JEFFERSON 30043 153 GREAT FALLS, MT 0000 7161 MT GRANITE 30039 154 MISSOULA, MT 0000 7165 MT RAVALLI 30081 154 MISSOULA, MT 0000 7171 MT SILVER BOW 30093 154 MISSOULA, MT 0000 7175 MT DEER LODGE 30023 154 MISSOULA, MT 0000 7181 MT PARK 30067 155 BILLINGS, MT 0000 7185 MT GALLATIN 30031 155 BILLINGS, MT 0000 7191 MT MADISON 30057 154 MISSOULA, MT 0000 7195 MT BEAVERHEAD 30001 154 MISSOULA, MT 0000 7211 WY CROOK 56011 146 RAPID CITY, SD 0000 7221 WY WESTON 56045 146 RAPID CITY, SD 0000 7241 WY NIOBRARA 56027 146 RAPID CITY, SD 0000 7251 WY CONVERSE 56009 156 CHEYENNE-CASPER, WY 0000 7271 WY GOSHEN 56015 145 SCOTTSBLUFF, NE 0000 7281 WY PLATTE 56031 156 CHEYENNE-CASPER, WY 0000 7291 WY LARAMIE 56021 156 CHEYENNE-CASPER, WY 0000 7311 WY CAMPBELL 56005 156 CHEYENNE-CASPER, WY 0000 7315 WY SHERIDAN 56033 155 BILLINGS, MT 0000 7317 WY JOHNSON 56019 156 CHEYENNE-CASPER, WY 0000 7321 WY BIG HORN 56003 155 BILLINGS, MT 0000 7325 WY WASHAKIE 56043 155 BILLINGS, MT 0000 7327 WY HOT SPRINGS 56017 155 BILLINGS, MT 0000 7331 WY PARK 56029 155 BILLINGS, MT 0000 7341 WY NATRONA 56025 156 CHEYENNE-CASPER, WY 1350 7351 WY FREMONT 56013 156 CHEYENNE-CASPER, WY 0000 7361 WY TETON 16081 166 POCATELLO-IDAHO FALLS, ID 0000 7365 WY SUBLETTE 56035 165 SALT LAKE CITY-OGDEN, UT 0000 7371 WY ALBANY 56001 156 CHEYENNE-CASPER, WY 0000 7375 WY CARBON 56007 156 CHEYENNE-CASPER, WY 0000 7381 WY SWEETWATER 56037 165 SALT LAKE CITY-OGDEN, UT 0000 7391 WY LINCOLN 56023 165 SALT LAKE CITY-OGDEN, UT 0000 7395 WY UINTA 56041 165 SALT LAKE CITY-OGDEN, UT 0000 7411 CO SEDGWICK 08115 157 DENVER, CO 0000 7413 CO PHILLIPS 08095 157 DENVER, CO 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 93 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 7416 CO LOGAN 08075 157 DENVER, CO 0000 7421 CO WELD 08123 157 DENVER, CO 3060 7422 CO WELD 08123 157 DENVER, CO 3060 7423 CO WELD 08123 157 DENVER, CO 3060 7425 CO LARIMER 08069 157 DENVER, CO 2670 7428 CO BOULDER 08013 157 DENVER, CO 1125 7431 CO YUMA 08125 157 DENVER, CO 0000 7435 CO WASHINGTON 08121 157 DENVER, CO 0000 7438 CO MORGAN 08087 157 DENVER, CO 0000 7441 CO ADAMS 08001 157 DENVER, CO 2080 7443 CO DENVER 08031 157 DENVER, CO 2080 7445 CO ARAPAHOE 08005 157 DENVER, CO 2080 7448 CO JEFFERSON 08059 157 DENVER, CO 2080 7451 CO KIT CARSON 08063 157 DENVER, CO 0000 7454 CO CHEYENNE 08017 157 DENVER, CO 0000 7457 CO LINCOLN 08073 158 COLORADO SPRINGS-PUEBLO, CO 0000 7461 CO ELBERT 08039 157 DENVER, CO 0000 7464 CO DOUGLAS 08035 157 DENVER, CO 2080 7466 CO EL PASO 08041 158 COLORADO SPRINGS-PUEBLO, CO 1720 7471 CO KIOWA 08061 158 COLORADO SPRINGS-PUEBLO, CO 0000 7473 CO PROWERS 08099 158 COLORADO SPRINGS-PUEBLO, CO 0000 7475 CO BENT 08011 158 COLORADO SPRINGS-PUEBLO, CO 0000 7477 CO BACA 08009 158 COLORADO SPRINGS-PUEBLO, CO 0000 7481 CO CROWLEY 08025 158 COLORADO SPRINGS-PUEBLO, CO 0000 7483 CO OTERO 08089 158 COLORADO SPRINGS-PUEBLO, CO 0000 7485 CO PUEBLO 08101 158 COLORADO SPRINGS-PUEBLO, CO 6560 7491 CO LAS ANIMAS 08071 158 COLORADO SPRINGS-PUEBLO, CO 0000 7496 CO HUERFANO 08055 158 COLORADO SPRINGS-PUEBLO, CO 0000 7511 CO JACKSON 08057 156 CHEYENNE-CASPER, WY 0000 7513 CO GRAND 08049 157 DENVER, CO 0000 7517 CO ROUTT 08107 159 GRAND JUNCTION, CO 0000 7521 CO GILPIN 08047 157 DENVER, CO 0000 7523 CO CLEAR CREEK 08019 157 DENVER, CO 0000 7525 CO SUMMIT 08117 157 DENVER, CO 0000 7527 CO EAGLE 08037 159 GRAND JUNCTION, CO 0000 7531 CO MOFFAT 08081 159 GRAND JUNCTION, CO 0000 7534 CO RIO BLANCO 08103 159 GRAND JUNCTION, CO 0000 7537 CO GARFIELD 08045 159 GRAND JUNCTION, CO 0000 7541 CO TELLER 08119 158 COLORADO SPRINGS-PUEBLO, CO 0000 7543 CO PARK 08093 157 DENVER, CO 0000 7547 CO FREMONT 08043 158 COLORADO SPRINGS-PUEBLO, CO 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 94 B111INC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 7551 CO LAKE 08065 158 COLORADO SPRINGS-PUEBLO, CO 0000 7552 CO PITKIN 08097 159 GRAND JUNCTION, CO 0000 7554 CO CHAFFEE 08015 158 COLORADO SPRINGS-PUEBLO, CO 0000 7556 CO GUNNISON 08051 159 GRAND JUNCTION, CO 0000 7561 CO DELTA 08029 159 GRAND JUNCTION, CO 0000 7564 CO MESA 08077 159 GRAND JUNCTION, CO 0000 7567 CO MONTROSE 08085 159 GRAND JUNCTION, CO 0000 7571 CO CUSTER 08027 158 COLORADO SPRINGS-PUEBLO, CO 0000 7572 CO SAGUACHE 08109 158 COLORADO SPRINGS-PUEBLO, CO 0000 7574 CO ALAMOSA 08003 158 COLORADO SPRINGS-PUEBLO, CO 0000 7575 CO RIO GRANDE 08105 158 COLORADO SPRINGS-PUEBLO, CO 0000 7576 CO COSTILLA 08023 158 COLORADO SPRINGS-PUEBLO, CO 0000 7578 CO CONEJOS 08021 158 COLORADO SPRINGS-PUEBLO, CO 0000 7581 CO MINERAL 08079 158 COLORADO SPRINGS-PUEBLO, CO 0000 7582 CO HINSDALE 08053 159 GRAND JUNCTION, CO 0000 7583 CO OURAY 08091 159 GRAND JUNCTION, CO 0000 7584 CO SAN JUAN 49037 159 GRAND JUNCTION, CO 0000 7585 CO ARCHULETA 08007 159 GRAND JUNCTION, CO 0000 7587 CO LA PLATA 08067 159 GRAND JUNCTION, CO 0000 7591 CO SAN MIGUEL 08113 159 GRAND JUNCTION, CO 0000 7593 CO DOLORES 08033 159 GRAND JUNCTION, CO 0000 7596 CO MONTEZUMA 08083 159 GRAND JUNCTION, CO 0000 7611 UT RICH 49033 165 SALT LAKE CITY-OGDEN, UT 0000 7613 UT CACHE 49005 165 SALT LAKE CITY-OGDEN, UT 0000 7615 UT WEBER 49057 165 SALT LAKE CITY-OGDEN, UT 7160 7617 UT BOX ELDER 49003 165 SALT LAKE CITY-OGDEN, UT 0000 7618 UT BOX ELDER 49003 165 SALT LAKE CITY-OGDEN, UT 0000 7621 UT DAGGETT 49009 165 SALT LAKE CITY-OGDEN, UT 0000 7623 UT SUMMIT 49043 165 SALT LAKE CITY-OGDEN, UT 0000 7625 UT MORGAN 49029 165 SALT LAKE CITY-OGDEN, UT 0000 7627 UT DAVIS 49011 165 SALT LAKE CITY-OGDEN, UT 7160 7628 UT SALT LAKE 49035 165 SALT LAKE CITY-OGDEN, UT 7160 7629 UT SALT LAKE 49035 165 SALT LAKE CITY-OGDEN, UT 7160 7631 UT UINTAH 49047 165 SALT LAKE CITY-OGDEN, UT 0000 7635 UT DUCHESNE 49013 165 SALT LAKE CITY-OGDEN, UT 0000 7638 UT CARBON 49007 165 SALT LAKE CITY-OGDEN, UT 0000 7641 UT WASATCH 49051 165 SALT LAKE CITY-OGDEN, UT 0000 7643 UT UTAH 49049 165 SALT LAKE CITY-OGDEN, UT 6520 7645 UT TOOELE 49045 165 SALT LAKE CITY-OGDEN, UT 0000 7647 UT JUAB 49023 165 SALT LAKE CITY-OGDEN, UT 0000 7651 UT GRAND 49019 159 GRAND JUNCTION, CO 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 95 B111INC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 7653 UT EMERY 49015 165 SALT LAKE CITY-OGDEN, UT 0000 7656 UT SANPETE 49039 165 SALT LAKE CITY-OGDEN, UT 0000 7658 UT SEVIER 49041 165 SALT LAKE CITY-OGDEN, UT 0000 7661 UT MILLARD 49027 165 SALT LAKE CITY-OGDEN, UT 0000 7665 UT PIUTE 49031 165 SALT LAKE CITY-OGDEN, UT 0000 7667 UT BEAVER 49001 163 LAS VEGAS, NV 0000 7671 UT SAN JUAN 08111 159 GRAND JUNCTION, CO 0000 7677 UT WAYNE 49055 165 SALT LAKE CITY-OGDEN, UT 0000 7681 UT GARFIELD 49017 163 LAS VEGAS, NV 0000 7685 UT KANE 49025 163 LAS VEGAS, NV 0000 7691 UT IRON 49021 163 LAS VEGAS, NV 0000 7696 UT WASHINGTON 49053 163 LAS VEGAS, NV 0000 7711 NM UNION 35059 135 AMARILLO, TX 0000 7713 NM COLFAX 35007 160 ALBUQUERQUE, NM 0000 7716 NM HARDING 35021 135 AMARILLO, TX 0000 7718 NM MORA 35033 160 ALBUQUERQUE, NM 0000 7721 NM SAN MIGUEL 35047 160 ALBUQUERQUE, NM 0000 7724 NM SANTA FE 35049 160 ALBUQUERQUE, NM 0000 7726 NM LOS ALAMOS 35028 160 ALBUQUERQUE, NM 0000 7728 NM SANDOVAL 35043 160 ALBUQUERQUE, NM 0000 7731 NM QUAY 35037 135 AMARILLO, TX 0000 7734 NM CURRY 35009 135 AMARILLO, TX 0000 7736 NM ROOSEVELT 35041 134 LUBBOCK, TX 0000 7741 NM GUADALUPE 35019 160 ALBUQUERQUE, NM 0000 7744 NM TORRANCE 35057 160 ALBUQUERQUE, NM 0000 7748 NM BERNALILLO 35001 160 ALBUQUERQUE, NM 0200 7749 NM BERNALILLO 35001 160 ALBUQUERQUE, NM 0200 7751 NM DE BACA 35011 160 ALBUQUERQUE, NM 0000 7755 NM CHAVES 35005 133 EL PASO, TX 0000 7761 NM LINCOLN 35027 160 ALBUQUERQUE, NM 0000 7765 NM SOCORRO 35053 160 ALBUQUERQUE, NM 0000 7767 NM SOCORRO 35053 160 ALBUQUERQUE, NM 0000 7771 NM LEA 35025 134 LUBBOCK, TX 0000 7775 NM EDDY 35015 133 EL PASO, TX 0000 7781 NM OTERO 35035 133 EL PASO, TX 0000 7791 NM SIERRA 35051 133 EL PASO, TX 0000 7795 NM DONA ANA 35013 133 EL PASO, TX 4100 7811 NM TAOS 35055 160 ALBUQUERQUE, NM 0000 7821 NM RIO ARRIBA 35039 160 ALBUQUERQUE, NM 0000 7831 NM SAN JUAN 35045 160 ALBUQUERQUE, NM 0000 7841 NM MCKINLEY 35031 160 ALBUQUERQUE, NM 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 96 B111INC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA, FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 7851 NM VALENCIA 35061 160 ALBUQUERQUE, NM 0000 7856 NM CIBOLA 35061 160 ALBUQUERQUE, NM 0000 7861 NM CATRON 35003 160 ALBUQUERQUE, NM 0000 7871 NM GRANT 35017 133 EL PASO, TX 0000 7881 NM LUNA 35029 133 EL PASO, TX 0000 7891 NM HIDALGO 35023 133 EL PASO, TX 0000 7901 AZ APACHE 04001 162 PHOENIX, AZ 0000 7911 AZ NAVAJO 04017 162 PHOENIX, AZ 0000 7921 AZ COCONINO 04005 162 PHOENIX, AZ 0000 7931 AZ MOHAVE 04015 162 PHOENIX, AZ 0000 7941 AZ YAVAPAI 04025 162 PHOENIX, AZ 0000 7942 AZ YAVAPAI 04025 162 PHOENIX, AZ 0000 7951 AZ GREENLEE 04011 161 TUCSON, AZ 0000 7953 AZ GRAHAM 04009 161 TUCSON, AZ 0000 7957 AZ COCHISE 04003 161 TUCSON, AZ 0000 7961 AZ GILA 04007 162 PHOENIX, AZ 0000 7965 AZ PINAL 04021 162 PHOENIX, AZ 0000 7970 AZ MARICOPA 04013 162 PHOENIX, AZ 6200 7971 AZ MARICOPA 04013 162 PHOENIX, AZ 6200 7972 AZ MARICOPA 04013 162 PHOENIX, AZ 6200 7979 AZ LA PAZ 04012 162 PHOENIX, AZ 0000 7981 AZ YUMA 04027 162 PHOENIX, AZ 0000 7990 AZ PIMA 04019 161 TUCSON, AZ 8520 7991 AZ PIMA 04019 161 TUCSON, AZ 8520 7998 AZ SANTA CRUZ 04023 161 TUCSON, AZ 0000 8010 AK PRINCE OF WALES-OUTE 02200 182 ANCHORAGE, AK 0000 8011 AK PRINCE OF WALES-OUTE 02200 182 ANCHORAGE, AK 0000 8020 AK KETCHIKAN GATEWAY 02130 182 ANCHORAGE, AK 0380 8021 AK KETCHIKAN GATEWAY 02130 182 ANCHORAGE, AK 0380 8030 AK WRANGELL-PETERSBURG 02280 182 ANCHORAGE, AK 0000 8031 AK WRANGELL-PETERSBURG 02280 182 ANCHORAGE, AK 0000 8040 AK SKAGWAY-HOONAH-ANGOO 02232 182 ANCHORAGE, AK 0000 8041 AK SKAGWAY-HOONAH-ANGOO 02232 182 ANCHORAGE, AK 0000 8042 AK YAKUTAT 02282 182 ANCHORAGE, AK 0000 8045 AK SITKA 02220 182 ANCHORAGE, AK 0360 8046 AK SITKA 02220 182 ANCHORAGE, AK 0380 8050 AK JUNEAU 02110 182 ANCHORAGE, AK 0000 8051 AK JUNEAU 02110 182 ANCHORAGE, AK 0000 8065 AK HAINES 02100 182 ANCHORAGE, AK 0000 8070 AK VALDEZ-CORDOVA 02261 182 ANCHORAGE, AK 0380 8071 AK VALDEZ-CORDOVA 02261 182 ANCHORAGE, AK 0380 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 97 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 8080 AK VALDEZ-CORDOVA 02261 182 ANCHORAGE, AK 0380 8081 AK VALDEZ-CORDOVA 02261 182 ANCHORAGE, AK 0380 8090 AK MATANUSKA-SUSITNA 02170 182 ANCHORAGE, AK 0380 8091 AK MATANUSKA-SUSITNA 02170 182 ANCHORAGE, AK 0380 8092 AK MATANUSKA-SUSITNA 02170 182 ANCHORAGE, AK 0380 8100 AK ANCHORAGE 02020 182 ANCHORAGE, AK 0380 8101 AK ANCHORAGE 02020 182 ANCHORAGE, AK 0380 8102 AK ANCHORAGE 02020 182 ANCHORAGE, AK 0380 8110 AK KENAI PENINSULA 02122 182 ANCHORAGE, AK 0380 8111 AK KENAI PENINSULA 02122 182 ANCHORAGE, AK 0380 8112 AK KENAI PENINSULA 02122 182 ANCHORAGE, AK 0380 8120 AK KENAI PENINSULA 02122 182 ANCHORAGE, AK 0380 8121 AK KENAI PENINSULA 02122 182 ANCHORAGE, AK 0380 8130 AK KODIAK ISLAND 02150 182 ANCHORAGE, AK 0000 8140 AK ALEUTIANS E BOROUGH 02031 182 ANCHORAGE, AK 0000 8142 AK ALEUTIAN ISLANDS 02010 182 ANCHORAGE, AK 0000 8150 AK DILLINGHAM 02070 182 ANCHORAGE, AK 0000 8151 AK DILLINGHAM 02070 182 ANCHORAGE, AK 0000 8152 AK DILLINGHAM 02070 182 ANCHORAGE, AK 0000 8153 AK DILLINGHAM 02070 182 ANCHORAGE, AK 0000 8156 AK BRISTOL BAY 02070 182 ANCHORAGE, AK 0000 8157 AK LAKE & PENINSULA 02164 182 ANCHORAGE, AK 0000 8158 AK LAKE & PENINSULA 02164 182 ANCHORAGE, AK 0000 8160 AK BETHEL 02050 182 ANCHORAGE, AK 0000 8161 AK BETHEL 02050 182 ANCHORAGE, AK 0000 8162 AK BETHEL 02050 182 ANCHORAGE, AK 0000 8163 AK BETHEL 02050 182 ANCHORAGE, AK 0000 8173 AK BETHEL 02050 182 ANCHORAGE, AK 0000 8180 AK YUKON-KOYUKUK 02290 182 ANCHORAGE, AK 0380 8181 AK YUKON-KOYUKUK 02290 182 ANCHORAGE, AK 0380 8182 AK YUKON-KOYUKUK 02290 182 ANCHORAGE, AK 0380 8183 AK YUKON-KOYUKUK 02290 182 ANCHORAGE, AK 0380 8185 AK DENALI 02068 182 ANCHORAGE, AK 0000 8190 AK FAIRBANKS NORTH STAR 02090 182 ANCHORAGE, AK 0380 8191 AK FAIRBANKS NORTH STAR 02090 182 ANCHORAGE, AK 0380 8192 AK FAIRBANKS NORTH STAR 02090 182 ANCHORAGE, AK 0380 8193 AK FAIRBANKS NORTH STAR 02090 182 ANCHORAGE, AK 0380 8195 AK SOUTHEAST FAIRBANKS 02240 182 ANCHORAGE, AK 0000 8196 AK SOUTHEAST FAIRBANKS 02240 182 ANCHORAGE, AK 0000 8210 AK NORTH SLOPE 02185 182 ANCHORAGE, AK 0000 8211 AK NORTH SLOPE 02185 182 ANCHORAGE, AK 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 98 • B111INC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 8220 AK NORTHWEST ARCTIC 02188 182 ANCHORAGE, AK 0000 8221 AK NORTHWEST ARCTIC 02188 182 ANCHORAGE, AK 0000 8230 AK NOME 02180 182 ANCHORAGE, AK 0000 8231 AK NOME 02180 182 ANCHORAGE, AK 0000 8232 AK NOME 02180 182 ANCHORAGE, AK 0000 8240 AK WADE HAMPTON 02270 182 ANCHORAGE, AK 0000 8241 AK WADE HAMPTON 02270 182 ANCHORAGE, AK 0000 8242 AK WADE HAMPTON 02270 182 ANCHORAGE, AK 0000 8301 ID BOUNDARY 16021 168 SPOKANE, WA 0000 8303 ID BONNER 16017 168 SPOKANE, WA 0000 8305 ID SHOSHONE 16079 168 SPOKANE, WA 0000 8307 ID KOOTENAI 16055 168 SPOKANE, WA 0000 8309 ID BENEWAH 16009 168 SPOKANE, WA 0000 8311 ID CLEARWATER 16035 168 SPOKANE, WA 0000 8313 ID LATAH 16057 168 SPOKANE, WA 0000 8314 ID NEZ PERCE 16069 168 SPOKANE, WA 0000 8315 ID LEWIS 16061 168 SPOKANE, WA 0000 8317 ID IDAHO 16049 168 SPOKANE, WA 0000 8321 ID FREMONT 16043 166 POCATELLO-IDAHO FALLS, ID 0000 8323 ID CLARK 16033 166 POCATELLO-IDAHO FALLS, ID 0000 8325 ID TETON 16081 166 POCATELLO-IDAHO FALLS, ID 0000 8326 ID MADISON 16065 166 POCATELLO-IDAHO FALLS, ID 0000 8327 ID JEFFERSON 16051 166 POCATELLO-IDAHO FALLS, ID 0000 8328 ID BUTTE 16023 166 POCATELLO-IDAHO FALLS, ID 0000 8331 ID LEMHI 16059 166 POCATELLO-IDAHO FALLS, ID 0000 8335 ID CUSTER 16037 166 POCATELLO-IDAHO FALLS, ID 0000 8341 ID VALLEY 16085 167 BOISE CITY, ID 0000 8345 ID ADAMS 16003 167 BOISE CITY, ID 0000 8347 ID WASHINGTON 16087 167 BOISE CITY, ID 0000 8351 ID BONNEVILLE 16019 166 POCATELLO-IDAHO FALLS, ID 0000 8352 ID BINGHAM 16011 166 POCATELLO-IDAHO FALLS, ID 0000 8354 ID CARIBOU 16029 166 POCATELLO-IDAHO FALLS, ID 0000 8356 ID BANNOCK 16005 166 POCATELLO-IDAHO FALLS, ID 0000 8358 ID BEAR LAKE 16007 165 SALT LAKE CITY-OGDEN, UT 0000 8359 ID FRANKLIN 16041 165 SALT LAKE CITY-OGDEN, UT 0000 8361 ID BLAINE 16013 166 POCATELLO-IDAHO FALLS, ID 0000 8363 ID POWER 16077 166 POCATELLO-IDAHO FALLS, ID 0000 8365 ID ONEIDA 16071 165 SALT LAKE CITY-OGDEN, UT 0000 8367 ID CASSIA 16031 166 POCATELLO-IDAHO FALLS, ID 0000 8371 ID CAMAS 16025 166 POCATELLO-IDAHO FALLS, ID 0000 8372 ID MINIDOKA 16067 166 POCATELLO-IDAHO FALLS, ID 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 99 RAIIINC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 8373 ID LINCOLN 16063 166 POCATELLO-IDAHO FALLS, ID 0000 8375 ID GOODING 16047 166 POCATELLO-IDAHO FALLS, ID 0000 8376 ID JEROME 16053 166 POCATELLO-IDAHO FALLS, ID 0000 8378 ID TWIN FALLS 16063 166 POCATELLO-IDAHO FALLS, ID 0000 8381 ID BOISE 16015 167 BOISE CITY, ID 0000 8383 ID GEM 16045 167 BOISE CITY, ID 0000 8384 ID PAYETTE 16075 167 BOISE CITY, ID 0000 8385 ID ELMORE 16039 167 BOISE CITY, ID 0000 8388 ID ADA 16001 167 BOISE CITY, ID 1080 8391 ID CANYON 16027 167 BOISE CITY, ID 0000 8393 ID OWYHEE 16073 167 BOISE CITY, ID 0000 8401 WA PEND OREILLE 53051 168 SPOKANE, WA 0000 8403 WA STEVENS 53065 168 SPOKANE, WA 0000 8405 WA SPOKANE 53063 168 SPOKANE, WA 7840 8406 WA SPOKANE 53063 168 SPOKANE, WA 7840 8407 WA LINCOLN 53043 168 SPOKANE, WA 0000 8411 WA FERRY 53019 168 SPOKANE, WA 0000 8413 WA OKANOGAN 53047 170 YAKIMA, WA 0000 8421 WA ADAMS 53001 168 SPOKANE, WA 0000 8423 WA DOUGLAS 53017 170 YAKIMA, WA 0000 8426 WA GRANT 53025 170 YAKIMA, WA 0000 8431 WA CHELAN 53007 170 YAKIMA, WA 0000 8436 WA KITTITAS 53037 170 YAKIMA, WA 0000 8441 WA WHATCOM 53073 171 SEATTLE, WA 0860 8443 WA SKAGIT 53057 171 SEATTLE, WA 0000 8445 WA SAN JUAN 53055 171 SEATTLE, WA 0000 8446 WA SNOHOMISH 53061 171 SEATTLE, WA 7600 8447 WA SNOHOMISH 53061 171 SEATTLE, WA 7600 8449 WA ISLAND 53029 171 SEATTLE, WA 0000 8450 WA KING 53033 171 SEATTLE, WA 7600 8451 WA KING 53033 171 SEATTLE, WA 7600 8452 WA KING 53033 171 SEATTLE, WA 7600 8453 WA KING 53033 171 SEATTLE, WA 7600 8454 WA KITSAP 53035 171 SEATTLE, WA 1150 8455 WA CLALLAM 53009 171 SEATTLE, WA 0000 8456 WA CLALLAM 53009 171 SEATTLE, WA 0000 8457 WA JEFFERSON 53031 171 SEATTLE, WA 0000 8458 WA JEFFERSON 53031 171 SEATTLE, WA 0000 8460 WA PIERCE 53053 171 SEATTLE, WA 8200 8461 WA PIERCE 53053 171 SEATTLE, WA 8200 8462 WA PIERCE 53053 171 SEATTLE, WA 8200 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 100 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 8463 WA THURSTON 53067 171 SEATTLE, WA 5910 8465 WA MASON 53045 171 SEATTLE, WA 0000 8467 WA GRAYS HARBOR 53027 171 SEATTLE, WA 0000 8471 WA WHITMAN 53075 168 SPOKANE, WA 0000 8472 WA WHITMAN 53075 168 SPOKANE, WA 0000 8473 WA ASOTIN 53003 168 SPOKANE, WA 0000 8474 WA GARFIELD 53023 168 SPOKANE, WA 0000 8475 WA COLUMBIA 53013 168 SPOKANE, WA 0000 6476 WA WALLA WALLA 53071 169 RICHLAND, WA 0000 8478 WA FRANKLIN 53021 169 RICHLAND, WA 6740 8481 WA BENTON 53005 169 RICHLAND, WA 6740 8483 WA YAKIMA 53077 170 YAKIMA, WA 9260 8484 WA YAKIMA 53077 170 YAKIMA, WA 9260 8485 WA YAKIMA 53077 170 YAKIMA, WA 9260 8487 WA KLICKITAT 53039 172 PORTLAND, OR 0000 8491 WA LEWIS 53041 171 SEATTLE, WA 0000 8493 WA PACIFIC 53049 171 SEATTLE, WA 0000 8494 WA SKAMANIA 53059 172 PORTLAND, OR 0000 8496 WA COWLITZ 53015 172 PORTLAND, OR 0000 8498 WA WAHKIAKUM 53069 172 PORTLAND, OR 0000 8499 WA CLARK 53011 172 PORTLAND, OR 8725 8501 OR WALLOWA 41063 169 RICHLAND, WA 0000 8505 OR UNION 41061 169 RICHLAND, WA 0000 8507 OR BAKER 41001 169 RICHLAND, WA 0000 8511 OR UMATILLA 41059 169 RICHLAND, WA 0000 8513 OR MORROW 41049 169 RICHLAND, WA 0000 8515 OR GRANT 41023 169 RICHLAND, WA 0000 8521 OR GILLIAM 41021 169 RICHLAND, WA 0000 8522 OR SHERMAN 41055 172 PORTLAND, OR 0000 8523 OR WASCO 41065 172 PORTLAND, OR 0000 8526 OR WHEELER 41069 169 RICHLAND, WA 0000 8528 OR JEFFERSON 41031 172 PORTLAND, OR 0000 8531 OR COLUMBIA 41009 172 PORTLAND, OR 0000 8532 OR CLATSOP 41007 172 PORTLAND, OR 0000 8533 OR HOOD RIVER 41027 172 PORTLAND, OR 0000 8534 OR MULTNOMAH 41051 172 PORTLAND, OR 6440 8535 OR WASHINGTON 41067 172 PORTLAND, OR 6440 8536 OR TILLAMOOK 41057 172 PORTLAND, OR 0000 8537 OR CLACKAMAS 41005 172 PORTLAND, OR 6440 8538 OR CLACKAMAS 41005 172 PORTLAND, OR 6440 8539 OR YAMHILL 41071 172 PORTLAND, OR 6440 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 101 CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 8541 OR MARION 41047 172 PORTLAND, OR 7080 8543 OR POLK 41053 172 PORTLAND, OR 7080 8545 OR LINN 41043 172 PORTLAND, OR 0000 8547 OR BENTON 41003 172 PORTLAND, OR 0000 8549 OR LINCOLN 41041 172 PORTLAND, OR 0000 8551 OR CROOK 41013 172 PORTLAND, OR 0000 8553 OR DESCHUTES 41017 172 PORTLAND, OR 0000 8556 OR LANE 41039 173 EUGENE, OR 2400 8557 OR LANE 41039 173 EUGENE, OR 2400 8561 OR MALHEUR 41045 167 BOISE CITY, ID 0000 8565 OR HARNEY 41025 167 BOISE CITY, ID 0000 8571 OR LAKE 41037 173 EUGENE, OR 0000 8576 OR KLAMATH 41035 173 EUGENE, OR 0000 8581 OR DOUGLAS 41019 173 EUGENE, OR 0000 8587 OR COOS 41011 173 EUGENE, OR 0000 8591 OR JACKSON 41029 173 EUGENE, OR 4890 8594 OR JOSEPHINE 41033 173 EUGENE, OR 0000 8597 OR CURRY 41015 173 EUGENE, OR 0000 8601 NV ELKO 32007 164 RENO, NV 0000 8611 NV HUMBOLDT 32013 164 RENO, NV 0000 8621 NV WHITE PINE 32033 164 RENO, NV 0000 8625 NV EUREKA 32011 164 RENO, NV 0000 8631 NV LANDER 32015 164 RENO, NV 0000 8635 NV PERSHING 32027 164 RENO, NV 0000 8641 NV WASHOE 32031 164 RENO, NV 6720 8646 NV STOREY 32029 164 RENO, NV 0000 8648 NV IC CARSON CITY 32510 164 RENO, NV 0000 8651 NV CHURCHILL 32001 164 RENO, NV 0000 8655 NV LYON 32019 164 RENO, NV 0000 8658 NV DOUGLAS 32005 164 RENO, NV 0000 8661 NV LINCOLN 32017 163 LAS VEGAS, NV 0000 8671 NV NYE 32023 163 LAS VEGAS, NV 0000 8681 NV ESMERALDA 32009 163 LAS VEGAS, NV 0000 8685 NV MINERAL 32021 164 RENO, NV 0000 8691 NV CLARK 32003 163 LAS VEGAS, NV 4120 8701 CA MODOC 06049 174 REDDING, CA 0000 8704 CA SISKIYOU 06093 174 REDDING, CA 0000 8705 CA SISKIYOU 06093 174 REDDING, CA 0000 8709 CA DEL NORTE 06015 175 EUREKA, CA 0000 8711 CA LASSEN 06035 174 REDDING, CA 0000 8713 CA SHASTA 06089 174 REDDING, CA 6690 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 102 r CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) ST (BEA FIPS, and MSA codes apply only to the United States) OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 8715 CA TRINITY 06105 175 EUREKA, CA 0000 8717 CA HUMBOLDT 06023 175 EUREKA, CA 0000 8721 CA PLUMAS 06063 174 REDDING, CA 0000 8723 CA TEHAMA 06103 174 REDDING, CA 0000 8725 CA SIERRA 06091 177 SACRAMENTO, CA 0000 8727 CA BUTTE 06007 177 SACRAMENTO, CA 1620 8729 CA GLENN 06021 177 SACRAMENTO, CA 0000 8731 CA NEVADA 06057 177 SACRAMENTO, CA 0000 8732 CA YUBA 06115 177 SACRAMENTO, CA 9340 8733 CA PLACER 06061 177 SACRAMENTO, CA 6920 8735 CA SUTTER 06101 177 SACRAMENTO, CA 9340 8736 CA COLUSA 06011 177 SACRAMENTO, CA 0000 8737 CA LAKE 06033 176 SAN FRANCISCO-OAKLAND-SAN JOSE, CA 0000 8738 CA MENDOCINO 06045 176 SAN FRANCISCO-OAKLAND-SAN JOSE, CA 0000 8739 CA MENDOCINO 06045 176 SAN FRANCISCO-OAKLAND-SAN JOSE, CA 0000 8741 CA EL DORADO 06017 177 SACRAMENTO, CA 6920 8743 CA AMADOR 06005 176 STOCKTON-MODESTO, CA 0000 8744 CA SACRAMENTO 06067 177 SACRAMENTO, CA 6920 8746 CA YOLO 06113 177 SACRAMENTO, CA 6920 8747 CA SOLANO 06095 176 SAN FRANCISCO-OAKLAND-SAN JOSE, CA 8720 8748 CA NAPA 06055 176 SAN FRANCISCO-OAKLAND-SAN JOSE, CA 8720 8749 CA SONOMA 06097 176 SAN FRANCISCO-OAKLAND-SAN JOSE, CA 7500 8750 CA SONOMA 06097 176 SAN FRANCISCO-OAKLAND-SAN JOSE, CA 7500 8751 CA ALPINE 06003 178 STOCKTON-MODESTO, CA 0000 8752 CA MONO 06051 180 LOS ANGELES, CA 0000 8753 CA TUOLUMNE 06109 178 STOCKTON-MODESTO, CA 0000 8755 CA CALAVERAS 06009 178 STOCKTON-MODESTO, CA 0000 8756 CA SAN JOAQUIN 06077 178 STOCKTON-MODESTO, CA 8120 8757 CA SAN JOAQUIN 06077 178 STOCKTON-MODESTO, CA 8120 8758 CA STANISLAUS 06099 178 STOCKTON-MODESTO, CA 5170 8759 CA STANISLAUS 06099 178 STOCKTON-MODESTO, CA 5170 8761 CA CONTRA COSTA 06013 176 SAN FRANCISCO-OAKLAND-SAN JOSE, CA 5775 8762 CA CONTRA COSTA 06013 176 SAN FRANCISCO-OAKLAND-SAN JOSE, CA 5775 8763 CA MARIN 06041 176 SAN FRANCISCO-OAKLAND-SAN JOSE, CA 7360 8764 CA ALAMEDA 06001 176 SAN FRANCISCO-OAKLAND-SAN JOSE, CA 5775 8765 CA SAN FRANCISCO 06075 176 SAN FRANCISCO-OAKLAND-SAN JOSE, CA 7360 8767 CA SANTA CLARA 06085 176 SAN FRANCISCO-OAKLAND-SAN JOSE, CA 7400 8768 CA SAN MATEO 06081 176 SAN FRANCISCO-OAKLAND-SAN JOSE, CA 7360 8769 CA SANTA CRUZ 06087 176 SAN FRANCISCO-OAKLAND-SAN JOSE, CA 7485 8771 CA INYO 06027 180 LOS ANGELES, CA 0000 8775 CA TULARE 06107 179 FRESNO-BAKERSFIELD, CA 8780 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 103 B111INC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 8776 CA TULARE 06107 179 FRESNO-BAKERSFIELD, CA 8780 8781 CA MARIPOSA 06043 178 STOCKTON-MODESTO, CA 0000 8783 CA MADERA 06039 179 FRESNO-BAKERSFIELD, CA 0000 8786 CA FRESNO 06019 179 FRESNO-BAKERSFIELD, CA 2840 8787 CA FRESNO 06019 179 FRESNO-BAKERSFIELD, CA 2840 8788 CA FRESNO 06019 179 FRESNO-BAKERSFIELD, CA 2840 8791 CA MERCED 06047 178 STOCKTON-MODESTO, CA 0000 8793 CA SAN BENITO 06069 176 SAN FRANCISCO-OAKLAND-SAN JOSE, CA 0000 8795 CA KINGS 06031 179 FRESNO-BAKERSFIELD, CA 0000 8797 CA MONTEREY 06053 176 SAN FRANCISCO-OAKLAND-SAN JOSE, CA 7120 8798 CA MONTEREY 06053 176 SAN FRANCISCO-OAKLAND-SAN JOSE, CA 7120 8801 CA SAN BERNARDINO 06071 180 LOS ANGELES, CA 6780 8802 CA SAN BERNARDINO 06071 180 LOS ANGELES, CA 6780 8803 CA SAN BERNARDINO 06071 180 LOS ANGELES, CA 6780 8811 CA KERN 06029 179 FRESNO-BAKERSFIELD, CA 0680 8812 CA KERN 06029 179 FRESNO-BAKERSFIELD, CA 0680 8815 CA KERN 06029 179 FRESNO-BAKERSFIELD, CA 0680 8821 CA SAN LUIS OBISPO 06079 180 LOS ANGELES, CA 0000 8830 CA LOS ANGELES 06037 180 LOS ANGELES, CA 4480 8831 CA LOS ANGELES 06037 180 LOS ANGELES, CA 4480 8832 CA LOS ANGELES 06037 180 LOS ANGELES, CA 4480 8835 CA LOS ANGELES 06037 180 LOS ANGELES, CA 4480 8836 CA LOS ANGELES 06037 180 LOS ANGELES, CA 4480 8837 CA LOS ANGELES 06037 180 LOS ANGELES, CA 4460 8841 CA VENTURA 06111 180 LOS ANGELES, CA 6000 8842 CA VENTURA 06111 180 LOS ANGELES, CA 6000 8847 CA VENTURA 06111 180 LOS ANGELES, CA 6000 8851 CA SANTA BARBARA 06083 180 LOS ANGELES, CA 7480 8861 CA RIVERSIDE 06065 180 LOS ANGELES, CA 6780 8865 CA RIVERSIDE 06065 180 LOS ANGELES, CA 6780 8866 CA RIVERSIDE 06065 180 LOS ANGELES, CA 6780 8871 CA ORANGE 06059 180 LOS ANGELES, CA 0360 8872 CA ORANGE 06059 180 LOS ANGELES, CA 0360 8881 CA IMPERIAL 06025 181 SAN DIEGO, CA 0000 8882 CA IMPERIAL 06025 181 SAN DIEGO, CA 0000 8890 CA SAN DIEGO 06073 181 SAN DIEGO, CA 7320 8894 CA SAN DIEGO 06073 181 SAN DIEGO, CA 7320 8895 CA SAN DIEGO 06073 181 SAN DIEGO, CA 7320 8896 CA SAN DIEGO 06073 161 SAN DIEGO, CA 7320 8901 HI HAWAII 15001 183 HONOLULU, HI 0000 8902 HI HAWAII 15001 183 HONOLULU, HI 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 104 • B111INC CENTRALIZED STATION MASTER - SPELL MASTER (9/2/98) APPROVED COUNTY-STATE PAIRINGS, SPELLINGS, AND ABBREVIATIONS (Including SPLC to BEA, FIPS, and MSA Translation) (BEA, FIPS, and MSA codes apply only to the United States) ST OR SPLC PROV COUNTY OR COUNTRY FIPS BEA BEA LOCATION NAME MSA 8903 HI MAUI 15009 183 HONOLULU, HI 0000 8909 HI MAUI 15009 183 HONOLULU, HI 0000 8905 HI HONOLULU 15003 183 HONOLULU, HI 3320 8907 HI KAUAI 15007 183 HONOLULU, HI 0000 8906 HI KAUAI 15007 183 HONOLULU, HI 0000 8909 HI KAUAI 15007 183 HONOLULU, HI 0000 This guide was designed to assist those requesting station changes in the CSM. Use it as a guide for County spellings and State abbreviations. Please report any errors in this list to RAILINC (919) 651-5000. 105 i to the Black River-Mima Prairie Glacial Heritage Preserve and Black River Natural Area just south of Littlerock. Sale of the corridor was by quitclaim deed. The title of the right-of-way is a mix of warranty deeds and other sure title, and right-of-way deeds and other unsure title. BNSF retained all rights for underground utilities and pipelines. Any easement granted by BNSF will be subject to a corridor/trail maintenance fee. BNSF also retained the rights to all subsurface minerals, gas, oil, coal excluding sand and gravel. As well as the corridor/right-of-way the sale included all bridges, bridge ties and culverts. i The corridor was acquired and a railroad constructed by the Tacoma, Olympia and Grays Harbor Railroad Company in 1890 and 1891. Successors of the railroad including Northern Pacific Railroad, became part of BNSF. At Gate the corridor connects with an ex BNSF rail line now operated by Puget Sound and Pacific Railroad. CONFIRMED: Michael Welter, Thurston County Parks and Recreation. YEL.M0003 David Evans and Associates,Inc. Page 35 CORRIDOR SALE NO. 5 DESCRIPTION: The corridor sale runs from Plumb/Tempo Lake (Stedman Road)to Vail (Vail Loop Road), Thurston County. SELLER: Weyerhaeuser Company, (Chehalis Western Railroad Company). BUYER: Thurston County. DATE: September 1996. SALE PRICE: $525,000. TERMS: Cash or equivalent. STATISTICS: Approximately 7.0 miles; corridor/right-of-way width varies averaging at approximately 100 feet; approximately 76.47 acres. GRADE: Varies, averages at 0.5% or less. t CONNECTIONS: Now part of the Western Trail part of Thurston Countys recreational trail system connecting urban areas with parks and other recreation areas. At Western Junction the corridor connects with a short line operated by Tacoma Rail, (TMRW), and at Wetico the corridor crosses the Yelm-Tenino Trail, rails to trails conversion of an ex BNSF line now owned by Thurston County. UNIT PRICE: $75,000/mile unadjusted. COMMENTS: A logging rail corridor which was part of the Weyerhaeuser owned Chehalis Western Railroad. The corridor has become part of the Chehalis Western Trail connecting with a previously purchased portion of the Chehalis Western at Stedman Road, near Tempo Lake. Length of the corridor is approximately 7.0 miles and includes 2.9 miles of a 20 foot wide trail easement over rail right-of-way owned by Tacoma Rail (City of Tacoma). The easement is between Waldrick Road, Offutt Lake just north of Western Junction to Silver Spring Road, Silver Spring. The $75,000/mile is an aggregate unit price combining the corridor purchase and the easement. Part of the corridor runs through forested land other parts YELM0003 David Evans and Associates,Inc. Page 36 run through rural residential and agricultural areas. The land for the corridor was acquired by Weyerhaeuser in the 1920s and was known as the Vail Railroad. This sale does not appear to be subject to rail banking requirements where the corridor/right-of-way may be reconveyed to a railroad in the event of the restoration of railroad service. Sale of the corridor was by warranty deed. The title of the right-of-way is mostly in warranty deeds and other sure title. Weyerhaeuser sold the corridor as-is, where-is, although it did not include rails and ties. No subsurface rights or easements were retained by Weyerhaeuser. CONFIRMED: Michael Welter, Thurston County Parks and Recreation. i i i i 1 t 1 1 1 YELM0003 David Evans and Associates,Inc. Page 37 l CORRIDOR VALUATION ANALYSIS iThe appraisers assume Burlington Northern Santa Fe Railway Company can transfer title to the entire length of the subject corridor for railroad and trail uses. This is the subject corridor from Mile Post 2 1.0 just south of Roy, Pierce County to the northern boundary of the SR 510/Yelm Avenue right-of-way, Yelm, Thurston County. Width of the corridor averages at 100 feet. It is also assumed that purchaser will have access to regular railroad service from Mile Post 21.0 (Roy) to Lakeview connecting with BNSFs main line and/or purchaser will have trackage rights over the Roy to Lakeview line. This would provide rail service between Yelm and the North American rail network. As noted above five corridor sales are used to value the subject corridor. The sales vary in size, location, use and end points. In some of the sales one end of the corridor may link with another railroad, (a branch line or short line with a main line), the other end may end at an industrial park. In other sales both ends of the corridor link up with other railroad lines in the State of Washington's railroad system. Comparables 4 and 5 are rails to trails conversions of rail corridors. Corridor width of all the sales average at 100 feet, as is the subject corridor's. The five corridor sales have a highest and best use of continued railroad use or recreational trail corridor use. This is comparable to the subject corridor's highest and best use as a railroad and trail corridor. All of the comparables are either in Thurston County or abutting counties such as Lewis or run through Thurston and abutting Counties, for example Pierce and Grays Harbor. They show a range in values of $30,263 per mile to $80,321 per mile. The five corridor sales fall into two groups. Corridor Sales 2 and Sale 3 Sale 2 at $34,400/mile and Sale 3 at $30,263/mile set the low end of the value range. The two sales were part of the Weyerhaeuser Companys railroad system in Pierce, Thurston and Lewis Counties, and were sold off in November 1996 and August 1995 for continued railroad use. Rails and ties were included in the transactions although their condition was fair to poor. In both sales the new owners are having the tracks upgraded. As noted, the sales are solely for railroad use. Sale 2 is one of the shorter sale comparables at 10.0 miles, the adjacent land is mostly rural in agricultural use, although there are urban uses at both ends of the corridor. Sale 3 at 76.0 miles has one of the longer corridors, adjacent land uses vary from urban to rural. A good portion of the corridor is inside Pierce County Urban Growth Areas. Annual car loading on both corridor sales are expected to be low indicating a low density use of the railroad lines. They connect or have access to mainline railroads. These corridors run through industrial zoned lands which are undeveloped or under developed. Approximately 15% of the corridor lying between YELM0003 David Evans and Associates,Inc. Page 38 Fredrickson Junction and Tacoma generates significant traffic and has the most value of the sale. Corridor 2 will have very low near-term anticipated rail road usage. In comparison, subject offers significant opportunity for rail traffic from existing operations adjacent to the line. Further, Corridor 2 is not a candidate for trail use, and likely does not have potential for that use. Sale 2 is considered a very low indicator of value for subject. In Corridor 3, seller retained a repurchase agreement for 20 years and reportedly. operating rights to ship logs through the corridor. Further, the value of this corridor is concentrated in that high traffic density segment. This suggests that the overall unit value of$30,000/mile over the 76 miles understates the value of this portion. Corridor 3 is considered a very low indicator of value for subject. The high end of the value range is set by Sale 1 at $64,192/mile, Sale 4 at $80,321/mile and Sale 5 at $75,000/mile. Corridor Sale 1 Sale 1 is the longest sale corridor at 83.5 miles. The corridor was purchases for continued rail use. The corridor runs through Lewis, Thurston, Gary Harbor and Mason Counties in west central Washington State. The corridor passes through rural, agricultural and forestry areas as well as several urban areas. t The corridor comprised of two portions. Approximately 65% of the mileage connects the sea ports Grays Harbor to mainline railroads. Quitclaim deeds were used as the transfer documents and BNSF reserved all subsurface rights to minerals and water. BNSF also reserved permanent easement rights for pipelines and fiber optic lines. Three swingspan moving bridges in the corridor required major rehabilitation costing $1.892 million, as noted in Washington State Freight Rail Plan 1998 Update. The purchaser applied for $1.514 million funding to rehabilitate these structures. Similarly, the fixed span bridge of subject will require repair estimated at $152,600. The condition of Corridor 1 is comparable to that of subject. There is no identified trail potential in Corridor 1. The overall unit price of $64,000 understates the purchase price for the more valuable section. Overall, Sale 1 is considered a somewhat lower indicator of value for subject. YELM0003 David Evans and Associates,Inc. Page 39 Corridor Sale 4 Sale 4 is the sale of part of the BNSF branch line system which included Sale 1. Sale 4 is in western Thurston County and is a rails to trails rail banking transaction. Rail banking maintains the corridor and postpones possible reversion of title to some adjoining owners. Rail banking provides that the corridor could return to railroad use again. Thurston County is using the corridor as part of their recreational trail system. The transaction did not include rails or ties, but did include the other components of a railroad corridor, track bed, cuts, fills, bridges, trestles and culverts. A quitclaim deed was used to transfer ownership. BNSF retained rights to subsurface minerals and permanent easement rights for pipelines and fiber optic lines (as in subject). Most of the corridor passes through rural residential/agricultural lands. Some portions of the corridor pass by wetlands and urban industrial areas. The sale was below the indicated value of two appraisals, one by the buyer and one by the seller. Seller retained mineral rights. Sale 4 suggests that trail corridor value can add value above pure railroad corridor value. As a rail banked trail, the corridor retains all rail potential. In addition, it provides a more immediate, higher value use as a trail. This combined potential is comparable to that of subject. Sale 4 unit value is considered a reasonable indication of value for subject. Sale 5 Corridor Sale 5 is the shortest sale at 7.0 miles, and is the sale of another part of the Weyerhaeuser Company railroad system. It runs through eastern Thurston County. The sales transaction was by warranty deed and does not have the interim trail use, rail banking requirement of Sale 4. Like Sale 4 the buyer, Thurston County, is developing the corridor as a trail, part of the countys recreational trail system. The transaction did not include rails and ties although other components of a railroad remain, including track bed and culverts. There is no indication that seller retained permanent easements for pipelines and fiber optic lines. Approximately 2.9 miles of this 7.0 mile corridor consist of a 20-foot wide permanent easement. This suggests that the overall unit value of$75,000/mile understates the indicated for subject, which consists of a uniform 100 wide corridor. Further, subject corridor can and will continue as a rail corridor in conjunction with trail use. This suggests that Sale 5 is a lower indication of value for subject. YELM0003 David Evans and Associates,Inc. Page 40 Conclusion ' What is the estimated market value of the subject corridor? A highest and best use of joint railroad and trail uses has been established. Comparables 4 and 5, which have trail use, indicate a clearly higher value. 1 The highest per mile unit prices are for corridor Sales 4 and 5 which are now in recreational trail use. These sales are over$10,000 per mile above the closest rail to rail use sale. Thus in this group of comparable sales of corridors in Thurston and abutting counties premiums have been paid for corridors for trail use over those for continued rail use. As noted above the railroad corridor sales have distinctive ends. A corridor may end at an industrial park or a sea port and the other end may connect with a main line railroad, or a railroad with connections with to a main line. The railroad corridor sales with rails to trails conversions end at other corridor trails, parks or trail access heads. Subject corridor also has distinctive ends, one is in Yelm, where it is surrounded by industrial zoned land, the other end connects, near Roy, with the remainder of the Prairie Line still owned by BNSF, which connects with their main line at Lakeview. In the appraisers opinion the best indicator of value are the rail corridors now used for recreational trail use, Sales 4 and 5. Because it is rail banked and could return to rail use Sale 4 at $80,321/mile is considered the best indicator of value. For this appraisal the unit amount has been rounded to $80,300/mile. Total corridor value is estimated to be 4.55 miles x $80,300 per mile = $365,365, rounded to $366,000. YELM0003 David Evans and Associates,Inc. Page 41 OTHER RAILROAD CORRIDOR SALES The appraisers are aware of other corridor sales in Washington State. Some have been for continued railroad use, others have been for rails to trails conversions and rail banked. Corridor Sale 6 is the December 1998 sale of the 2.61 mile corridor in the Ballard industrial area i of Seattle. A conservancy group, Adventure Trail, Inc, sold the corridor to the City of Seattle after i the group purchased it from BNSF. The rail line in the corridor was in poor condition and BNSF had embargoed the line saying it was unsafe for rail traffic. Seattle wanted the corridor as a trail. Since BNSFs sale the rail line has be rehabilitated and Seattle is constructing a trail paralleling the line. This corridor traverses areas of high land values. In the appraisers opinion this corridor sale price is based on a highest and best use of breakup value, not as a corridor. In other words, the corridor had a greater value "across the fence" than as a corridor. This sale of a corridor is therefore not considered indicative of value for subject. Thus this sale was not used as a comparable in this appraisal. The unit sale price is $282,077/mile. Corridor Sale 7 is the sale of BNSFs 12.45 mile Lake Sammamish Line to the Land Conservancy of Seattle and King County. A rails to trails sale the price was $1,500,000, a unit rate of l $120,482/mile. This corridor runs through suburban King County between Issaquah and Redmond adjacent to mostly residential land uses. The buyers plan to transfer the corridor to King County for trail use. However there is dispute if clear title to the corridor has been transferred to the Land Conservancy. According to Surface Transportation Board (STB) documentation a group called the Redmond-Issaquah Railroad Preservation Association offered to buy the corridor an amount equivalent to a unit rate of$80,101/mile. (This rate is similar to the rails to trails corridor Sales 4 and 5 above). Sale 7 was not used as a comparable in this appraisal, like Sale 6 above the appraisers consider its value is based on the breakup value of the corridor, not as a corridor. Corridor Sale 8 is BNSFs September 1996 sale of their 131 mile eastern Washington, Wenatchee to Oroville Line to RailAmerica, Inc. The sale price was $7,800,000, a unit rate of$59,542/mile. This is a railroad to railroad use sale and has a unit rate similar to corridor Sale 1 above. Most of the line runs through rural areas and is operated by a short line subsidiary of RailAmerica, the Cascade and Columbia River Railroad. While the sale lends support to Sale 1, the appraisers have decided not to use the sale because of its eastern Washington location, preferring to use rail corridor sales in Thurston and adjacent counties in western Washington. The appraisers are also aware of the November 1993 sale of the 14.63 mile Yelm to Tenino portion of the old Paririe Line. It connects with the southern end of the subject corridor. BNSF sold the corridor to Thurston County in a rails to trails/railbanking sale for $200,000. This indicates a unit rate of $13,670/mile. While an old sale and will not be used in this appraisal it does indicate the value placed on rails to trails sales at the time of sale. The corridor is now part of Thurston Countys recreational trail system. YELM0003 David Evans and Associates,Inc. Page 42 CERTIFICATE OF APPRAISERS We certify that, to the best of our knowledge and belief: The statements of fact contained in this report are true and correct. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions and are our personal, impartial, and unbiased professional analyses, and opinions, and conclusions. That we are competent and qualified to perform the appraisal assignment. We have no present or prospective interest in the property that is the subject of this report, and no personal interest with respect to the parties involved. Our engagement in this assignment was not contingent upon developing or reporting predetermined results. Bernie Brown personally made a field inspection of the subject corridor and corridor sales used in this appraisal. That to the best of our knowledge and belief, the statements contained in the appraisal herein set forth are true, and the information upon which the opinions expressed herein are based is correct, subject to the limiting conditions and assumptions herein set forth. The reported analyses, opinions and conclusions are limited only by the reported assumptions and limiting conditions, and are the appraisers personal, unbiased professional analysis, opinions and conclusions. This appraisal report has been made in conformity with, and is subject to, the requirements of the Uniform Standards of Professional Appraisal Practice. Our analyses, opinions, and conclusions were developed, and this report has been prepared, in accordance with the standards and reporting requirements of the Uniform Standards of Professional Appraisal Practice. That neither our employment nor our compensation for making this appraisal and report are in any way contingent upon the; values reported herein; reporting of a predetermined value or direction in value that favors the cause of the client; attainment of a stipulated result, or occurrence of a stipulated event. That we have no direct or indirect present or contemplated future personal interest in the real estate which is the subject of this report. That we have no personal interest or bias with respect to the subject matter of this appraisal report or the parties involved. That we have not revealed the findings and results of such appraisal to anyone other than the proper officials of the City of Yelm and we will not do so until so authorized, or until we are required to do so by due process of law. YELM0003 David Evans and Associates,Inc. Page 43 No one other than the undersigned prepared the analysis, conclusions, and other opinions concerning real estate which are set forth in this appraisal report. That our opinion of the fair market value of the subject corridor as of December 15, 1999 is; $366,000 based upon our independent appraisal and the exercise of our professional judgement, and that the conclusion set forth in this appraisal was reached without collaboration or direction as to value. i Will Werner State of Washington Certified General Real Estate Appraiser No WE-RN-EW-N500BQ Bernie Brown State of Washington Certified General Real Estate Appraiser No BR-OW-NB-T474NW 1 i YELM0003 David Evans and Associates,Inc. Page 44 TRANSMISSION VERIFICATION REPORT TIME 121'1612002 12: 37 DATE DIME 12116 12: 27 FAX NO./NAME 4123186 DURATION 00: 09: 30 PAGE(S) 28 RESULT OK MODE STANDARD ECM P�I� FAx TRANSMISSION CITY OF YELM PO BOX 479 - 105 YELM AVE W YELM YELM WA 98597 WASHINGTON 360-458-3244 / FAX: 360-458-4348 r \Y 1� To: rbi� Date: IyFax#: � �� S Pages: including this cover sheet. From: silt I tI Subject: COMMENTS: ** If you do not receive all copies or any copy is not legible, please call (360)458-3244 as soon as possible. ds/c\oflke\1ornuVax 3 BNSF PETER J.RicKERSHAUSER The Burlington Northern Vice President and Santa Fe Railway Company Network Development 2500 Lou Menk Drive,31d Floor Fort Worth,TX 76131 817-352-6686 Fax 817-352-7154 E-mail pete.rickershauser@bnsf corn JAN 2V 2003 January 23, 2003 Mr. Shelly Badger City of Yelm Railroad 105 Yelm Avenue W Yelm, WA 98579 Dear Shelly: Effective January 7, 2003, BNSF has eliminated the weight restriction on the "I-5" corridor traversing the West Coast between Vancouver, BC and San Diego through Seattle, Tacoma, Portland, Klamath Falls, Sacramento, Stockton, Bakersfield and Los Angeles, permitting the route to handle 286,000 pound gross weight on rail shipments (GWOR). The implication goes beyond the literal corridor—simply stated, it means BNSF can handle 286,000 GWOR shipments between the Pacific Northwest and western Canada, on one hand, and the California and Southwest markets over our most direct route, rather than requiring handling on a circuitous route as far east as Colorado. This increase in the capacity of BNSF's main line enables us to work with your railroad, and your customers, in handling heavier loads over a superior route. BNSF's new capabilities should translate into making both our railroads more competitive for more traffic opportunities, and offer increased marketing opportunities in these strategic markets. BNSF looks forward to handling your customers' shipments along the new improved 1-5 corridor. This rail freight corridor is and will continue to be strategic to BNSF and its connecting railroads as we compete along this route and help our customers fulfill their transportation needs. If you need more information, please contact your BNSF Shortline or Marketing representative. And thanks, as always, for the business we enjoy at BNSF because we connect with your railroad! Sincerely, 4,�- /gy-� 012103.a WASHI GTON UTILITIES AND TRANSPORTATION COMMISSION ILROAD CROSSING INSPECTION REPORT Report No. Page of INSPECTOR I.D. NO. Year Month Day ASSIGNMENT NO. RAILROAD COMPA Y /� ROAD AUTHORITY ailroa tate, City or County) NUMBER OF INSPECTIONS WUTC CROSSING LINE CITY/CITIES COUNTY/COUNTIES /c� �/ cc £ Oie DEFECTS IN NEED OF CORRECTION ITEM RAILROAD DOT NUMBER ROAD NAME RCW/WAC RULE DEFECT DESCRIPTION CORRECTIVE MILEPOST ACTION/DATE 1 J .r ofj5318 � / nl �� ; �G�S3i � - .7 u /-) F SLtif D ✓c"�,�� '7& 09532 ZYP -7_-0,J u��f�.n� .� J» ✓fit✓ Oil MAY - 1 2001 . --------------- �o UTC-TRR 028(Rev. 8/99)-1459 QUESTIONS? Contact WUTC Rail Section,at(360)664-1262. E-mail:: Ihalstea@wutc.wa.gov I COMPLIANCE INSTRUCTIONS: Any violation of Commission Laws and rules may subject the offender to penalties contained in Title 81 R.C.W. as a result of further action instituted by the Commission. Defects 'nust be corrected as soon as possible, but no later than 20 days after receipt of the inspection report. A responsible employee must attest to the following statements by entering his signature and the date of such signature in the space provided below, mail in accordance with instructions. TO WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION: Corrective actions taken on the dates cited have been completed for the items identified on the forms. I understand that nothing in this report is to be interpreted that any violations described herein are condoned by the Washington Utilities and Transportation Commission, nor does my signature constitute an admission by me of any described violations. Signatur ate RETURN ADDRESS.- (Fold&Staple) PM � � A Q R Dnp\ RECEIVED WASHINGTON UTILITIES AND MAR 0 9 2001 TRANSPORTATION COMMISSION ATTN- RAIL SECTION WASH. UT & TP COMM P.O. Box 47250 Olympia, WA 98504-7250 III I11IfilliIIIIIII11111111111 fi --------------------------------------------------------------------------------------------------------------------- (Fold&Staple) T'!"t 2601 SR 509 North Frontage Road MWMWEr Tacoma, Washington 98421 MEPEMt TACOMA RAIL TACOMA PUBLIC UTILITIES MOUNTAIN DIVISION: Operated for the City of Tacoma Thursday, February 01, 2001 rl Mayor Adam Rivas City of Yelm PO Box 479 Yelm, Washington 98597 Mr. Joseph Williams World Wide Wood PO Box 2592 Yelm, Washington 98597 Adam, Joe; Here are the notes on our informal track survey on January 31, 2001. 1) Missing rail and several joint bars last 200 feet of track,track not usable 2) Switch missing switch points and stock rail 3) Switch missing both switch points, frog, stock rail, lead rail; track not passable 4) 112 Ib switch is rusted shut 5) Erosion damage from motorcycle traffic on shoulder ballast 6) One area appears to need a culvert cleaned out to eliminate standing water next to the track 7) Nisqually bridge—both ends need ballast cribs and ballast to stabilize track, guard rail needs spiking 8) Some bolts on angle bars need tightening near Roy end of track 9) Some tie replacement is desirable but not necessary. In general the 85 and 112 lb rail is in good shape. With the above items corrected the track would approach or meet FRA class I standards. This letter does not represent an official track inspection or engineering report. Other defects may exist. Tacoma Rail looks forward to meeting with the Rail Committee to discuss possibilities of bring the Yelm line back to operational status. Sincerely, ' Ron Ernst 1CA City of Memo To: Mayor Wolf& Council From:Ken Garmann CC: Shelly Badger Date: 12/02/99 Re: Roy to Yelm BNSF rail line appraisal To meet the federal requirements for T-21 STP funds allocated through Thurston Regional Planning Council for the acquisition of the Roy to Yelm "Prairie Line" the City is required to have the right-of-way and improvements appraised by a certified appraisal firm. David Evans and Associates, Inc. our railroad consultant has submitted a fixed-fee not to exceed quote of$12,500 to perform the appraisal. The appraisal will meet the federal requirements outlined in the "Local Agency Guidelines". The Public Works Department recommends this contract be awarded. 0 Page 1 i IstP+�t ,` COO 3 Clallam o ® Snohomish 3 BNSF fa i Jefferson �- NL - r ;, Port d ••' King 1. P IL — Mason Grays Harbor Montc _�i - pato, F Pg ? l •Od1 I .,. 0 1 Pierce �O in TE CM) =' ThurBt r Soud1 Brad r -- L.ew1B 0 Pacific - S.S I C --Vahkiakum Cowlitz Skamania — C-Ihl O a1 N Freight Access by Rail (FAR) Corridor UP-Union Pacific USG-United States Govt TE-Tacoma Eastern W CO-Weyerhaeuser Co. _ BT-Ballard Terminal CMER Curtis Milium and Eastern BNSF-Burlington Northern PSAP-Puget Sound and Pacific ;� FAR Corridor o 10 Miles BNSF F.E."SKIP" KALB,JR. 5650 N.Riverside Drive, r� ssistant VimPasirknt-Real Estate Suite 101 PA A n Q 2 20 Sgt Nortbern aadSanta Fe Raibrwy Fort Worth.Texas 76137 P.O.Box 961050 Fort Worth,TX 76 16 1-0050 The Burlington Northern 2500 Lou Mcnk Drive,AOB 3 and Santa re Railway Company Fort Worth,TX 76131-2830 February 16,2001 II 1111111111 II II 111111111 III 1111111 11111 II 111111111111111111 II **************3-DIGIT 985 55 1 YELM CITY OF CITY TREASURER PO BOX 479 YELM, WA 98597-0479 Re:Real Estate Management for Lease/Permit of Premises Located in WA(Lease/Permit#54806226) Dear Lessee/Permittee: Effective January 1, 2001, The Burlington Northern and Santa Fe Railway Company (BNSF) will be changing service providers for management of BNSF's real estate inventory from Catellus Management Corporation to Staubach Global Services(Staubach),a division of The Staubach Company,at the address shown below. NOTE: Your lease/permit is not being assigned to Staubach and will remain in BNSF's name. Staubach will manage BNSF's real estate portfolio with respect to lessee/permittee invoicing and collections, lease/permit database and information management,and lessee/permittee inquiries,etc. By moving in this direction, we will be able to supply you with a single point-of-contact at Staubach for all of your lease/permit issues. Beginning January 1,2001,please forward the original of all official and legal notifications and all other real estate administration correspondence,i.e.:address changes,directly to: STAUBACH GLOBAL SERVICES Attention: BNSF Real Estate Mgmt—Lease Contract#54806226 5650 North Riverside Drive,Ste. 101 Fort Worth,TX 76137-2464 Phone: (866)498-6647(toll free)or 817 230-2600 Fax: (817)306-8265 Effective January 1,2001 all future rental payments should be sent to: Staubach Agent for BNSF P.O.Box 847574 Dallas,TX 75284-7574 Please identify the referenced lease/permit by providing the applicable Contract Number on all communications. Your immediate implementation of this change will greatly enhance Staubach's ability, on behalf of BNSF, to effectively respond to your needs. Inasmuch as Customer Satisfaction is a major component of our agreement with Staubach- please feel free to provide any feedback on an ongoing basis in this regard to my attention. Sincerely, � � F.E."Skip"Kalb,Jr. Assistant Vice President-Real Estate COMM 07/00 BNSF RICHARD A. BATIE Burlington Northern Santa Fe Manager, Shortline Development 2600 Lou Menk Drive Fort Worth,Texas 76131 Phone 817-352-6432 1W FAX 817-352-7938 November 16, 2000 Shelly Badger, City Administrator City of Yelm 105 Yelm Avenue West Yelm, Washington 98597 Dear Shelly, Enclosed are the agreements which are associated with the Roy to Yelm, Washington line sale. BNSF looks forward to working with the City of Yelm and the Prarie Line. If you have any questions or comments concerning this transaction or future use of the Prarie Line, please contact myself. Thank you for your cooperation and mutual interest in this transaction. Sincerely, Q Richard A. Batie File- Roy — Yelm, Washington Cc: J. M. Johnson D. P. Schneider BNSFlh l.sty ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE W O LZ A P F E L PAYMENT REMITTANCE SHEET 601 UNION STREET S P E R R Y & P SEATTLE,WA 98101-4000 EBBERSON TELEPHONE 206 624-1230 1FA340-2563 PLEASE RETURN REMITTANCE SHEET WITH PAYMENT W 206WW.LASHER.0HER.COM City of Yelm, WA SPP 0 210E Attn Ms Shelly Badger, City Admin. 105 Yelm Avenue West BY: - ------------------- Yelm, WA 98597 File number: 15336 Date: August 30, 2010 Invoice number: 468411 Billing attorney: TK Matter description: RAIL ISSUES (YELM-ROY PRAIRE LINE) Balance forward: . 00 Total current charges : 148 . 00 Total amount due: 148 . 00 CURRENT OVER 30 OVER 60 OVER 90 TOTAL 148 . 00 . 00 . 00 . 00 148 . 00 Appro ed for P menta —Date: Project: " BARS # —!5 1 L4, LLD BARS # PAYMENT DUE UPON RECEIPT. YOU MAY DEDUCT 2% IF PAID IN FULL BY CASH, CHECK OR WIRE TRANSFER WITHIN 10 DAYS OF INVOICE DATE (NOT APPLICABLE TO CREDIT OR DEBIT CARD PAYMENTS) . FMA ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE [EBBERSON O LZ A P F Ep"L 601 UNION STREET S P ERR Y & PLLC SEATTLE,WA 96101-4000 TELEPHONE 206 624-1230 FAX 206 340-2563 WWW.LASHER.COM City of Yelm, WA Attn Ms Shelly Badger, City Admin. 105 Yelm Avenue West Yelm, WA 98597 RE: RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK AUGUST 30, 2010 Invoice number: 468411 Page: 1 Balance due from previous statement . . . . . . . . 66 . 25 Payments received Thank you . . . . . . . . . . . (66 .25) Balanceforward . . . . . . . . . . . . . . . . . . . 00 For professional services rendered through August 22, 2010 HRS . AMOUNT 08/05/10 Call from and conference with WSDOT regarding . 20 55 . 00 City of Yelm easement. Attorney: Taro Kusunose 08/16/10 Review file for crossing easement donation .40 62 . 00 documentation. Telephone call to Dana at City. Paralegal : Rebekah Grant 08/18/10 Telephone call to Dana at City of Yelm .20 31. 00 regarding donation letter requested by WSDOT; forward letter and e-mail from WSDOT to Dana for further review. Paralegal : Rebekah Grant Current legal fees : 148 . 00 Total current charges : 148 . 00 Total amount due 148 . 00 FAM ATTORNEYS AT LAW OLA S H E R 2600 TWO UNION SQUARE H O LZ A P F E L PLLC PAYMENT REMITTANCE SHEET 601 UNION STREET S P E R R Y & SEATTLE,WA 98101-4000 - - EBBERSON_ TELEPHONE 206624-1230 FAX 206 340-2563 PLEASE RETURN REMITTANCE SHEET WITH PAYMENT WWW LASHER.COM MC 7,97 1 . City of Yelm, WA JUN 0 5 2009 Attn Ms Shelly Badger, City Admin. P.O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 BY:-------------------- File number: 15336 Date: May 29, 2009 Invoice number: 451802 Billing attorney: TK Matter description: RAIL ISSUES (YELM-ROY PRAIRE LINE) Balance forward: . 00 Total current charges: 545 .90 Total amount due: 545 . 90 CURRENT OVER 30 OVER 60 OVER 90 TOTAL 545 . 90 .00 . 00 .00 545. 90 Approve for Payment: Date: Project: A9 10 14 (dU% BARS # _�I�f�-5`�7• ��. `�I % BARS # PAYMENT DUE UPON RECEIPT. YOU MAY DEDUCT 2% IF PAID IN FULL BY CASH, CHECK OR WIRE TRANSFER WITHIN 10 DAYS OF INVOICE DATE (NOT APPLICABLE TO CREDIT OR DEBIT CARD PAYMENTS) . FAIF ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE H O LZ A P F E L 601 UNION STREET SPERRY & PLLC SEATTLE,WA 98101-4000 -----------_------ - -- TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 W W W.LASHER.COM City of Yelm, WA Attn Ms Shelly Badger, City Admin. P .O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 RE : RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK MAY 29, 2009 Invoice number: 451802 Page: 1 Balance due from previous statement . . . . . . . . 1, 630 .45 Payments received Thank you . . . . . . . . . . . (1, 630 .45) Balanceforward . . . . . . . . . . . . . . . . . . . 00 For professional services rendered through May 20, 2009 HRS . AMOUNT 05/04/09 Review e-mail from client regarding WSDOT . 39 103 . 35 easement. Draft and transmit short e-mail regarding same. Attorney: Taro Kusunose 05/08/09 Yelm Line WSDOT easement review. Extensive .75 198 .75 conference with Grant Beck regarding same . Attorney: Taro Kusunose 05/11/09 Draft and transmit extensive e-mail to client . 92 243 . 80 regarding SR 510 easement agreement problems . Attorney: Taro Kusunose Current legal fees : 545 . 90 Total current charges : 545 . 90 Total amount due 545 . 90 ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE H O LZ A P F E L 601 UNION STREET S P E R R Y & PLLC SEATTLE,WA 98101-4000 TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 W W W.LASHER.COM City of Yelm, WA Attn Ms Shelly Badger, City Admin. P.O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 RE: RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK NOVEMBER 26, 2007 Invoice number: 433527 Page: 1 Balance due from previous statement . . . . . . . . 628 . 55 Balance forward . . . . . . . . . . . . . . . . . . 628 . 55 For professional services rendered through November 13, 2007 HRS . AMOUNT 10/23/07 Strategized on fiber line relocation issues . . 50 117 . 50 Attorney: Eugene Wong 10/23/07 Conference regarding Verizon easement issues . 4 . 02 884 .40 Legal research and analysis regarding same. Draft and transmit extensive e-mail to client regarding options for Verizon line movement cost recovery. Attorney: Taro Kusunose Current legal fees : 1, 001 . 90 Total current charges : 11001 . 90 Total amount due 1, 630 .45 LA S H E R ATTORNEYS AT LAW 2600 TWO UNION SOUARE H O LZ A P F E L PAYMENT REMITTANCE SHEET 601 UNION STREET -- SPERRY & PLLC SEATTLE,WA 98101-4000 TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 PLEASE RETURN REMITTANCE SHEET WITH PAYMENT WWWLASHER.COM DEC - 3 2007 City of Yelm, WA Attn Ms Shelly Badger, City Admin. P.O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 File number: 15336 Date: November 26, 2007 Invoice number: 433527 Billing attorney: TK Matter description: RAIL ISSUES (YELM-ROY PRAIRE LINE) Balance forward: 628 . 55 Total current charges: 1, 001. 90 Total amount due: 1, 630 .45 Aged amounts currently outstanding: CURRENT OVER 30 OVER 60 OVER 90 TOTAL 1001 . 90 628 . 55 . 00 . 00 1630 .45 7rdject: Date. - i� BARS # IL 0 iq BARS # I f ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE H O LZ A P F E�"L PAYMENT REMITTANCE SHEET 601 UNION STREET S P E R R Y Sc PLLC SEATTLE.WA 98101-4000 ----— TELEPHONE 206 624-1230 E B B E R S O N 40-256FAX 206 33 PLEASE RETURN REMITTANCE SHEET WITH PAYMENT WWW LA40_256OM r''j City of Yelm, WA Attn Ms Shelly Badger, City Admin. P.O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 File number: 15336 Date: September 27, 2007 Invoice number: 431474 Billing attorney: TK Matter description: RAIL ISSUES (YELM-ROY PRAIRE LINE) Balance forward: 118 . 80 Total current charges: 254 .49 OUR REMITTANCE OF THE pA RECEIVED AFTER Total amount due: 373 .29 WAS ISSTATEMENT• r mo OF TH W NL T CREDIT WIL<_SHO Aged am urrently outstanding: CURRENT VER 30 OVER 60 OVER 90 TOTAL 254 .49 118 . 80 . 00 . 00 373 .29 App, ee�d� or Payment: pate:, Project: . BARS # �i:RARS #T- - k' ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE H O LZ A P F E L 601 UNION STREET S P E R R Y & PLLC SEATTLE,WA 98101-4000 TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 WWW LASHER.COM City of Yelm, WA Attn Ms Shelly Badger, City Admin. P.O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 RE: RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK SEPTEMBER 27, 2007 Invoice number: 431474 Page: 1 Balance due from previous statement . . . . . . . . 118 . 80 Balance forward . . . . . . . . . . . . . . . . . . 118 . 80 Late charge at 1.25% per month on unpaid fee/cost balance of 118 . 80 1.49 For professional services rendered through September 20, 2007 HRS . AMOUNT 08/30/07 Analysis of Yelm - BN - Verizon fiber optic 1. 15 253 . 00 line issue. Attorney: Taro Kusunose Current legal fees : 253 . 00 Total current charges : 254 .49 Total amount due 373 .29 I M ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE H O LZ A P F E L PAYMENT REMITTANCE SHEET 601 UNION STREET SPERRY & PLLC SEATTLE, WA 98101-4000 TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 PLEASE RETURN REMITTANCE SHEET WITH PAYMENT WWW LASHER.COM SEP - 5 2001 City of Yelm, WA Attn Ms Shelly Badger, City Admin. P.O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 File number: 15336 Date: August 24, 2007 Invoice number: 430217 Billing attorney: TK Matter description: RAIL ISSUES (YELM-ROY PRAIRE LINE) Balance forward: . 00 Total current charges: 118 . 80 Total amount due: 118 . 80 CURRENT OVER 30 OVER 60 OVER 90 TOTAL 118 . 80 . 00 . 00 . 00 118 . 80 Ap wed for Payment: Project: / � 160 % BARS # � BARS # PAYMENT DUE UPON RECEIPT. YOU MAY DEDUCT 2% IF PAID IN FULL BY CASH, CHECK OR WIRE TRANSFER WITHIN 10 DAYS OF INVOICE DATE (NOT APPLICABLE TO CREDIT OR DEBIT CARD PAYMENTS) . ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE _H_0 LZ A P-FEL 601 UNION STREET S P E R R Y & SEATTLE.WA 98101-4000 TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 WWW LASHER COM City of Yelm, WA Attn Ms Shelly Badger, City Admin. P.O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 RE: RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK AUGUST 24, 2007 Invoice number: 430217 Page: 1 Balance due from previous statement . . . . . . . . 1, 332 . 50 Payments received Thank you . . . . . . . . . . . (1, 332 . 50) Balance forward . . . . . . . . . . . . . . . . . . . 00 For professional services rendered through August 20, 2007 HRS . AMOUNT 08/03/07 Review file. Contact S. Ray and D. .54 118 . 80 Wintermute regarding fiber optic line. Regarding-transmit May 30, 2007 letter to D. Wintermute via am. Attorney: Taro Kusunose Current legal fees: 118 . 80 Total current charges: 118 . 80 Total amount due 118 . 80 I 1 ATTORNEYS AT LAW LASH E_R 2600 TWO UNION SQUARE H O LZ A P F E L PAYMENT REMITTANCE SHEET 601 UNION STREET PLIC SEATTLE,WA 98101-4000 S P E R R Y & TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 PLEASE RETURN REMITTANCE SHEET WITH PAYMENT WWW.LASHER.COM City of Yelm, WA Attn Ms Shelly Badger, City Admin. P.O. Box 479 , 105 Yelm Avenue West Yelm, WA 98597 File number: 15336 Date: June 29, 2007 Invoice number: 428831 Billing attorney: TK Matter description: RAIL ISSUES (YELM-ROY PRAIRE LINE) Balance forward: . 00 Total current charges : 1, 332 . 50 Total amount due: 1, 332 . 50 CURRENT OVER 30 OVER 60 OVER 90 TOTAL 1332 . 50 . 00 . 00 . 00 1332 . 50 pr ved dor Payment' Dato: Project: �if2� iSi�cC_ 100 % BARS # --__% BARS #T,-.. PAYMENT DUE UPON RECEIPT. YOU MAY DEDUCT 2% IF PAID IN FULL BY CASH, CHECK OR WIRE TRANSFER WITHIN 10 DAYS OF INVOICE DATE (NOT APPLICABLE TO CREDIT OR DEBIT CARD PAYMENT'S) . FAM 4 ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE HOLZAPFEL 601 UNION STREET SPERRY & PLLC SEATTLE,WA 98101-4000 - TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 WWW_LASHER.COM City of Yelm, WA Attn Ms Shelly Badger, City Admin. P.O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 RE: RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK JUNE 29, 2007 Invoice number: 428831 Page: 1 Balance due from previous statement . . . . . . . . 546 . 40 Payments received Thank you . . . . . . . . . . . (546 .40) Balanceforward . . . . . . . . . . . . . . . . . . . 00 For professional services rendered through June 20, 2007 HRS . AMOUNT 05/21/07 Telephone call to legal contact for Verizon . 50 67 . 50 in Oklahoma. Begin draft letter to BNSF regarding Verizon fiber optic line issue. Paralegal : Rebekah Grant 05/23/07 Review and analysis of client ' s right to . 62 136 . 40 demand reimbursement for Verizon line movement. Attorney: Taro Kusunose 05/24/07 Analysis of City of Yelm right to 2 .75 605 . 00 reimbursement for utility line movement. Draft and prepare letter to BNSF regarding Verizon fiber optic line. (Time written off) Attorney: Taro Kusunose 05/25/07 Telephone call to and extended conference 2 . 08 457 . 60 with S . Stull of Verizon. Draft and transmit e-mail to S . Ray regarding same. Finish draft letter to BN and transmit same to S . Ray for review. Attorney: Taro Kusunose 05/30/07 Finalize and transmit letter to BNSF . 30 66 . 00 regarding Verizon fiber optic line. Attorney: Taro Kusunose Current legal fees : 1, 332 . 50 FAM r ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE H O LZ A P F E L 601 UNION STREET S P E R R Y Sc PLLC SEATTLE.WA 98101-4000 _.. _. _.___. TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 W W W.LASHER.COM CITY OF YELM, WA RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK JUNE 29, 2007 Invoice number: 428831 Page: 2 Total current charges : 1, 332 . 50 Total amount due 1, 332 . 50 1 ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SOUARE H O LZ A P F EL PAYMENT REMITTANCE SHEET 601 UNION STREET S P E R R Y & PLLC SEATTLE,WA 98101-4000 -------- -------- - --- TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 --- PLEASE RETURN REMITTANCE SHEET WITH PAYMENT WWW.LASHER.COM City of Yelm, WA Attn Ms Shelly Badger, City Admin. P.O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 File number: 15336 Date: May 25, 2007 Invoice number: 427543 Billing attorney: TK Matter description: RAIL ISSUES (YELM-ROY PRAIRE LINE) Balance forward: . 00 Total current charges : 546 .40 Total amount due : 546 .40 CURRENT OVER 30 OVER 60 OVER 90 TOTAL 546 .40 . 00 . 00 . 00 546 . 40 AppIroged for Payment: r Date: Project: r - 6 L IL/ BAS # BARS # PAYMENT DUE UPON RECEIPT. YOU MAY DEDUCT 2% IF PAID IN FULL BY CASH, CHECK OR WIRE TRANSFER WITHIN 10 DAYS OF INVOICE DATE (NOT APPLICABLE TO CREDIT OR DEBIT CARD PAYMENTS) . ` ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE H O LZ A P F E L 601 UNION STREET S P E R R Y & PLLC SEATTLE.WA 98101-4000 ----- --- -- - --- TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 WWW.LASHER.COM City of Yelm, WA Attn Ms Shelly Badger, City Admin. P.O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 RE: RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK MAY 25, 2007 Invoice number: 427543 Page : 1 Balance due from previous statement . . . . . . . . 699 . 02 Payments received Thank you . . . . . . . . . . . (699 . 02) Balanceforward . . . . . . . . . . . . . . . . . . . 00 For professional services rendered through May 16, 2007 HRS . AMOUNT 05/10/07 Analysis of Verizon fiber optic line . 87 191 . 40 relocation responsibility. Attorney: Taro Kusunose 05/10/07 Telephone call to Stephanie regarding Verizon .40 54 . 00 fiber optic utility issue. Paralegal : Rebekah Grant 05/11/07 Review and analysis of BN-City of Yelm purchase 1 . 00 220 . 00 and donation agreements . Call to S . Ray. (Time Reduced) Attorney: Taro Kusunose 05/11/07 Conference regarding Verizon fiber-optic line .40 54 . 00 issue . Paralegal : Rebekah Grant 05/16/07 Telephone call to Stephanie regarding field . 20 27 . 00 agreement and request copy of agreement with MCI Communications . Paralegal : Rebekah Grant Current legal fees : 546 . 40 Total current charges : 546 .40 K ATTORNEYS AT LAW LASHER 2600 TWO UNION SQUARE H O LZ A P F E L601 UNION STREET S__ P_E R R Y & P"` SEATTLE.WA 98101-4000 .._ - TELEPHONE 206 624-1230 E B BB EE R R S O N FAX 206 340.2563 W W W.LASHER.COM CITY OF YELM, WA RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK MAY 25, 2007 Invoice number: 427543 Page: 2 Total amount due 546 .40 / LA S H E R ATTORNEYS AT LAW 2600 TWO UNION SQUARE H O LZ A P F E L PAYMENT REMITTANCE SHEET 601 UNION STREET S P E R R Y & P"C SEATTLE,WA 98101-4000 TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 PLEASE RETURN REMITTANCE SHEET WITH PAYMENT WWW LASHER.COM D EC' 2 C1 � City of Yelm, WA Attn Ms Shelly Badger, City Admin. ] P.O. Box 479, 105 Yelm Avenue WestI l� ��D,F�V63 Yelm, WA 98597 f-�(((�� File number: 15336 �CG1C� i� lIS �cember 21, 2006 Invoice number: 422720 attorney: TK Matter description: RAIL ISSUES (YELM-.mux YRAIRE LINE) Balance forward: . 00 Total current charges : 635 . 30 Total amount due: 635 . 30 CURRENT OVER 30 OVER 60 OVER 90 TOTAL 635 . 30 . 00 . 00 . 00 635 . 30 Ap d for Pay ent: Project: BARS # ' )9/2 -L0C1T& BARS #._ PAYMENT DUE UPON RECEIPT. YOU MAY DEDUCT 20 IF PAID IN FULL BY CASH, CHECK OR WIRE TRANSFER WITHIN 10 DAYS OF INVOICE DATE (NOT APPLICABLE TO CREDIT OR DEBIT CARD PAYMENTS) . I ATTORNEYS AT LAW LASH E R 2600 TWO UNION SOUARE H O LZ A P F EL 601 UNION STREET S P E R R Y n p" PLLC SEATTLE,WA 98101 4000 TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 WWW.LASHERkO% ' } City of Yelm, WA Attn Ms Shelly Badger, City Admin. P.O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 RE: RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK DECEMBER 21, 2006 Invoice number: 422720 Page: 1 Balance due from previous statement . . . . . . . . 1, 146 . 05 Payments received Thank you . . . . . . . . . . . (1, 146 . 05) Balanceforward . . . . . . . . . . . . . . . . . . . 00 For professional services rendered through December 13 , 2006 HRS . AMOUNT 11/15/06 Call from B. Dille regarding minimum right of . 69 138 . 00 way width requirements . Review regulations regarding same . Look up C. Burnham. Attorney: Taro Kusunose 11/29/06 Work on BN reconveyance. .76 152 . 00 Attorney: Taro Kusunose 11/30/06 Oversee paralegal regarding partial . 66 132 . 00 reconveyance on the BNSF donation deed properties . Attorney: Taro Kusunose 11/30/06 Review Partial Releases sent to client by . 30 39 . 00 BNSF. Telephone call to client to request original documents to record. Paralegal : Rebekah Grant 12/11/06 Prepare recording cover sheets for BNSF . 70 91. 00 Partial Releases and obtain checks for recording fees . Prepare letter to Thurston County Recorder enclosing same. Arrange for delivery of same to Pierce County Recorder. Paralegal : Rebekah Grant Current legal fees : 552 . 00 ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE H O LZ A P F E L 601 UNION STREET SPERRY & PLIC SEATTLE,WA 98101 4000 TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 WWW.LASHER.COM CITY OF YELM, WA RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK DECEMBER 21, 2006 Invoice number: 422720 Page: 2 Total monthly copy charges 6 . 30 12/11/06 Check to Thurston County Recorder for recording 39 . 00 fee for BNSF Thurston Co. Partial Release 12/11/06 Check to Pierce County Recorder for recording 38 . 00 fee for BNSF Pierce Co. Partial Release Current costs advanced: 83 . 30 Total current charges : 635 . 30 Total amount due 635 . 30 FEN ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE H O LZ A P F Ep"L_ PAYMENT REMITTANCE SHEET 601 UNION STREET S P E R R Y & PLLC SEATTLE.WA 98101-4000 TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 PLEASE RETURN REMITTANCE SHEET WITH PAYMENT WWW LASHER.COM City of Yelm, WA Attn Ms Shelly Badger, City Admin. P.O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 File number: 15336 Date: January 24, 2007 Invoice number: 423356 Billing attorney: TK Matter description: RAIL ISSUES (YELM-ROY PRAIRE LINE) Balance forward: 635 . 30 (OUR REMITTANCE OF$ Total current charges : 63 .72 WAS RECEIVED AFTER THE DATE OF THIS STATEMENT. Total amount due• 69,8 . 02 CREDIT WILL SHOW NEXT MONTH. Aged unt currently outstanding: CURRN ET \ OVER 30 OVER 60 OVER 90 TOTAL 63 . 72 1 635 . 30 . 00 . 00 699.,-02 ,� Ful ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE H O LZ A P F E L 601 UNION STREET S P E R R Y & PL.LC SEATTLE.WA 98101-4000 TELEPHONE 206 624-1230 ,E B B E R S O N FAX 206 340-2563 nn1'I L °1 WWW.LASHER.COM LPi- City of Yelm, WA Attn Ms Shelly Badger, City Admin. P .O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 RE: RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK JANUARY 24, 2007 Invoice number: 423356 Page: 1 Balance due from previous statement . . . . . . . . 635 . 30 Balance forward . . . . . . . . . . . . . . . . . . 635 . 30 Late charge at 1 .25% per month on unpaid fee/cost balance of 635 . 30 7 . 94 For professional services rendered through January 17, 2007 HRS . AMOUNT 12/20/06 Receipt of recorded Partial Releases . 40 52 . 00 (regarding: BNSF) . Prepare letter to client enclosing same. Paralegal : Rebekah Grant Current legal fees : 52 . 00 Total monthly copy charges 3 . 78 Current costs advanced: 3 .78 Total current charges : 63 .72 40med for Payment, Dn te.Q-'Q—r' Project: 1 % BARS # C �F Total amount due _ % BARS # 69 . 2 ATTORNEYS AT LAW LASH E R 2600 TWO UNION SQUARE H O LZ A P F E L PAYMENT REMITTANCE SHEET 601 UNION STREET -- SPERRY & PLIC SEATTLE,WA 98101-4000 TELEPHONE 206 624-1230 EBBERSON FAX 206 340-2563 PLEASE RETURN REMITTANCE SHEET WITH PAYMENT WWW.LASHER.COM City of Yelm, WA Attn Ms Shelly Badger, City Admin. P.O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 File number: 15336 Date: November 22, 2006 Invoice number: 421303 Billing attorney: TK Matter description: RAIL ISSUES (YELM-ROY PRAIRE LINE) Balance forward: 9_2�0 ` Total current charges : 226 . 05 Total amount due: 1, . 05 �� e� A �oveci for Payment: D te. .rte Project: % BARS # 1 X 00 % BARS Aged amounts currently outstanding: CURRENT OVER 30 OVER 60 OVER 90 TOTAL 226 . 05 920 0 . 00 . 00 li� lOc YOUR REMITTANCE OF$ �a�' 00 WAS RECEIVED AFTER THE DATE OF THIS STATEMENT. CREDIT WILL SHOW NEXT MONTH. ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE H O LZ A P F E L 601 UNION STREET _..- ILLI SEATTLE,WA 98101-4000 SPER__R_Y & TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 WWW.LASHER.COM City of Yelm, WA Attn Ms Shelly Badger, City Admin. P .O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 RE: RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK NOVEMBER 22 , 2006 Invoice number: 421303 Page : 1 C� Balance due from previous statement . . . . . . . . 920 . 0 I Balance forward . . . . . . . . . . . . . . . . . . 9 0 . 00 For professional services rendered through November 14, 2006 HRS . AMOUNT 10/30/06 Review and analysis of BNSF executed partial . 38 76 . 00 releases of mortgage liens on YRPL. Attorney: Taro Kusunose Current legal fees : 76 . 00 11/03/06 WESTLAW online legal database charges/TK 150 . 05 Current costs advanced: 150 . 05 Total current charges : 226 . 05 Total amount due 1,A-6 . 05 �� ATTORNEYS AT LAW LA S H E R - 2600 TWO UNION SQUARE H O LZA P FE LPLLC PAYMENT REMITTANCE SHEET 601 UNION STREET S P E R R Y & SEATTLE,WA 98101-4000 E B B E R S O N TELEPHONE 206 624-1230 FAX 206 340-2563 PLEASE RETURN REMITTANCE SHEET WITH PAYMENT WWW.LASHER.COM City of Yelm, WA JUL - 3 2006 Attn Ms Shelly Badger, City Admin. P .O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 File number: 15336 Date: June 26, 2006 Invoice number: 416284 Billing attorney: TK Matter description: RAIL ISSUES (YELM-ROY PRAIRE LINE) Balance forward: . 00 Total current charges : 1, 221 . 62 Total amount due: 1, 221 . 62 CURRENT OVER 30 OVER 60 OVER 90 TOTAL 7456 . 97 . 00 . 00 . 00 7456 . 97 Less advance fee deposit applied to invoice (6235 . 35) Adjusted balance due less advance fee deposit: 1, 221. 62 proved for Payment: ti-- D te: Project: 0 .G " L O C % BARS # -hO PV e D OD % BARS # PAYMENT DUE UPON RECEIPT. YOU MAY DEDUCT 2% IF PAID IN FULL BY CASH, CHECK OR WIRE TRANSFER WITHIN 10 DAYS OF INVOICE DATE (NOT APPLICABLE TO CREDIT OR DEBIT CARD PAYMENTS) . ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE H O LZ A P F E L 601 UNION STREET S P E R R Y & P"` SEATTLE,WA 96101-4000 TELEPHONE 206 624-1230 EBBERSON FAX 206 340-2563 W W W.LASHER.COM City of Yelm, WA Attn Ms Shelly Badger, City Admin. P .O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 RE: RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK JUNE 26, 2006 Invoice number: 416284 Page: 1 Balance due from previous statement . . . . . . . . . 00 Balanceforward . . . . . . . . . . . . . . . . . . . 00 For professional services rendered through June 20, 2006 HRS . AMOUNT 05/22/06 Revise real estate excise tax affidavit with . 30 39 . 00 revised excise, tax and penalty amount . Call to Thurston County regarding check returned for recorded deed. Resend purchase quit claim deed and excise tax to Thurston County for processing. Paralegal : Rebekah Grant 05/23/06 Receipt of recorded Donation Quit Claim Deed . 30 39 . 00 back from Thurston County. Obtain checks for recording and send Donation Deed and Tax Affidavits to Pierce County Recorder. Paralegal : Rebekah Grant 05/25/06 Resend Donation Quit Claim Deed to Thurston . 60 78 . 00 Co . Recorder' s office which was sent back without being recorded. Call to Pierce Co. Assessor' s office regarding rejection of tax parcel number on Donation Quit Claim Deed. Fax Donation Quit Claim Deed to Pierce Co. Assessor. Paralegal : Rebekah Grant 06/06/06 Revise all documents for recording in Pierce . 50 65 . 00 County with Pierce County tax parcel number. Resubmit Donation Quit Claim Deed, Excise Tax Affidavits and Supplement Affidavits to Pierce County Recorder. Paralegal : Rebekah Grant ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE H O LZ A P F E L 601 UNION STREET S Q E R R Y & PLLC SEATTLE,WA 98101-4000 EBBERSON TELEPHONE 206 624-1230 FAX 206 340-2563 WWW LASHER COM CITY OF YELM, WA RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK JUNE 26, 2006 Invoice number: 416284 Page : 2 06/07/06 Telephone calls to/from ABC Legal Messenger . 20 26 . 00 regarding additional rejection by Pierce County of Donation Quit Claim Deed. Telephone call to Pierce County to resolve tax parcel issue. Paralegal : Rebekah Grant 06/12/06 Prepare letter to client enclosing recorded .40 52 . 00 documents from Pierce and Thurston Counties for transfer of property from Burlington Northern. Paralegal : Rebekah Grant 06/13/06 Draft and transmit letter to City of Yelm . 50 100 . 00 enclosing recorded documents for BN transaction. Attorney: Taro Kusunose 06/13/06 Finalize letter to client . . 30 39 . 00 Paralegal : Rebekah Grant Current legal fees : 438 . 00 Total monthly copy charges 18 . 90 05/12/06 Reversal from Void Check Number: 109578 (5 . 00) Bank ID: COMMERCE Voucher ID: 151000 Vendor: THURSTON CO. TREASURER 05/12/06 Reversal from Void Check Number: 109582 (8 . 00) Bank ID: COMMERCE Voucher ID: 150999 Vendor: THURSTON COUNTY RECORDER 05/22/06 Check to Thurston County Treasurer for excise 6947 . 53 tax, penalties and interest re : Purchase Deed (BNSF) 05/23/06 Check to Pierce County Treasurer for excise tax 10 . 00 for donation quit claim deed 05/23/06 Check to Pierce County Recorder for recording 37 . 00 fee for donation quit claim deed 06/15/06 Check to Federal Express 18 . 54 Current costs advanced: 7, 018 . 97 Total current charges : 7 , 456 . 97 ATTORNEYS AT LAW LA S H E R _ 2600 TWO UNION SQUARE H O LZ A P F E�"L 601 UNION STREET __ S P E R R Y u PLLC SEATTLE,WA 98101-4000 EBBERSON TELEPHONE 206 624-1230 FAX 206 340-2563 WWW.LASHER.COM CITY OF YELM, WA RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK JUNE 26, 2006 Invoice number: 416284 Page: 3 *- - - - - - - - - - - --- - - --TRUST ACCOUNT SUMMARY-- - - - - - - - -- - - - - -- - - -* TRUST ACCOUNT: 1 IOLTA Account BALANCE FROM PREVIOUS STATEMENT . . . . . . . . . 6235 . 35 PLUS TOTAL DEPOSITS . . . . . . . . . . . . . . . . 00 DISBURSEMENT (S) : 06/26/06 ADVANCE FEE TRANSFER TOWARD 6235 . 35 ( 6235 . 35) TOTAL AMOUNT DUE LESS TOTAL DISBURSEMENTS 6235 . 35 -6235 . 35 CURRENT BALANCE IN TRUST ACCOUN' Total amount due 1, 221 . 62 \ Approved for Payment; Date: _._-- Project: % BARS # - BARS #__ FAM ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE HOLZAPFEL 601 UNION STREET S P E R R Y & PAYMENT REMITTANCE SHEET SEATTLE,WA 98101-4000 TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 WWW.LASHER.COM PLEASE RETURN REMITTANCE SHEET WITH PAYMENT r City of Yelm, WA Attn Ms Shelly Badger, City Admin. P.O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 File number: 15336 Date: May 31, 2006 Invoice number: 4159C8 Billing attorney: TK Matter description: RAIL ISSUES (YELM-ROY PRAIRE LINE) Balance forward: . 00 Total current charges : . 00 Total amount due: . 00 CURRENT OVER 30 OVER 60 OVER 90 TOTAL 712 . 18 . 00 . 00 .00 712 . 18 Less advance fee deposit applied to invoice (712 . 18) Adjusted balance due less advance fee deposit: . 00 ��p oved for Payment: 6,'9 ✓ Date: Project. 96 BARS# BARS PAYMENT DUE UPON RECEIPT. YOU MAY DEDUCT 2% IF PAID IN FULL BY CASH, CHECK OR WIRE TRANSFER WITHIN 10 DAYS OF INVOICE DATE (NOT APPLICABLE TO CREDIT OR DEBIT CARD PAYMENTS) . _ �. .. ,., _ :1 r ._.., r..1 ..,. ' _.. �... .y .. _ ... IV ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE HO LZ A P F E L 601 UNION STREET S P E R R Y & PLLC SEATTLE,WA 98101-4000 TELEPHONE 206 624-1230 E B B E R S O N _-- - FAX 206 340-2563 W W W.LASHER.COM i J U N - 6 2006 City of Yelm, WA Attn Ms Shelly Badger, City Admin. P.O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 RE: RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK MAY 31, 2006 Invoice number: 415908 Page: 1 Balance due from previous statement . . . . . . . . 1, 083 . 84 Payments received Thank you . . . . . . . . . . . (1, 083 . 84) Balanceforward . . . . . . . . . . . . . . . . . . . 00 For professional services rendered through May 21, 2006 HRS. AMOUNT 04/25/06 Review matter status and call D. Wintermute .20 40 . 00 at BNSF to discuss timing of potential return of signed documents. Attorney: Taro Kusunose 04/27/06 Review Real Estate Excise documents received .70 140 . 00 back from BNSF. Attorney: Taro Kusunose 04/27/06 Review Excise Affidavits returned by BNSF. .70 91. 00 Revise total tax due on purchase Affidavit. Prepare letter to City of Yelm enclosing all documents for signature and return and request check for tax due. Paralegal: Rebekah Grant 05/05/06 Contact with/from client regarding status of .20 26 . 00 return of documents regarding transfer of property by Burlington Northern. Paralegal : Rebekah Grant 05/12/06 Prepare recording cover sheets for deeds. 1.30 169 . 00 Finalize tax affidavits with final excise tax amounts . Obtain checks for recording, certified copy fee, and processing fees. Prepare letter to Thurston County Recorder enclosing deeds for recording. Paralegal: Rebekah Grant �c ._ls'1 _, is ...��... .. ,. �f i-. .�S ? .. F' ,.`` . y, . aJ .. ..... J.�'.�. .- a ATTORNEYS AT LAW LAS HER 2600 TWO UNION SQUARE H O LZ A P F E L 601 UNION STREET 5 P E R R Y & a` SEATTLE,WA 98101-4000 TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 W W W.LASHER.COM CITY OF YELM, WA RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK MAY 31, 2006 Invoice number: 415908 Page: 2 05/17/06 Analysis of recording fee adjustment issue. . 40 80 . 00 Attorney: Taro Kusunose 05/18/06 Telephone call to City of Yelm regarding .40 52 . 00 adjusted excise, tax and penalties due. E-mail confirmation of procedure for returning check to the City and issuing replacement. Prepare memo to Shelly regarding same. Paralegal : Rebekah Grant 2% DISCOUNT (11 . 96) Current legal fees : 586 . 04 Total monthly copy charges 12 . 60 05/08/06 Check to Federal Express 18 . 54 05/12/06 Check to Thurston County Recorder for recording 35 . 00 fee for "Purchase" QCD 05/12/06 Check to Thurston County Recorder for recording 37 . 00 fee for "Donation" QCD 05/12/06 Check to Thurston County Recorder for fee for 8 . 00 certified copy of Donation QCD 05/12/06 Check to Thurston County Treasurer for 5 . 00 processing fee for excise tax affidavit 05/12/06 Check to Thurston County Treasurer for 10 . 00 processing fee for excise tax affidavit Current costs advanced: 126 . 14 Total current charges : 712 . 18 ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE HOLZAPFEL 601 UNION STREET `S P E R R Y & PLLC SEATTLE,WA 98101-4000 TELEPHONE 206 624-1230 EBBERSON fAX 206 340-2563 WWW.LASHER.COM CITY OF YELM, WA RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK MAY 31, 2006 Invoice number: 415908 Page: 3 *- - -- - -- - - - - - --- - - -TRUST ACCOUNT SUMMARY- -------------------* TRUST ACCOUNT: 1 IOLTA Account BALANCE FROM PREVIOUS STATEMENT . . . . . . . . . . 00 �C PLUS TOTAL DEPOSITS . . . . . . . . . . . . . . . 6947 . 53 DISBURSEMENT (S) : \` 05/31/06 ADVANCE FEE TRANSFER TOWARr. 712 . 18 ( 712 .181 TOTAL AMOUNT DUE LESS TOTAL DISBURSEMENTS 712 . 18 -712 . 18 CURRENT BALANCE IN TRUST ACCOUNT 6235 . 35 Total amount due . 00 ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE H O LZA P FE L PAYMENT REMITTANCE SHEET 601 UNION STREET S P E R R Y & P" SEATTLE,WA 98101-4000 EBBERSON TELEPHONE 206 624-1230 FAX 206 340-2563 PLEASE RETURN REMITTANCE SHEET WITH PAYMENT WWW.LASHER.COM MAY - 4 2006 City of Yelm, WA Attn Ms Shelly Badger, City Admin. P.O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 File number: 15336 Date: April 27 , 2006 Invoice number: 414592 Billing attorney: TK Matter description: RAIL ISSUPES (YELM-ROY PRAIRE LINE) Balance forward: . 00 Total current charges : 1, 083 . 84 Total amount due : 1, 083 . 84 CURRENT OVER 30 OVER 60 OVER 90 TOTAL 1083 . 84 . 00 . 00 . 00 1083 . 84 ,A r ed f Payment: Project: ,6 d —40—% BARS # BARS # PAYMENT DUE UPON RECEIPT. YOU MAY DEDUCT 2% IF PAID IN FULL BY CASH, CHECK OR WIRE TRANSFER WITHIN 10 DAYS OF INVOICE DATE (NOT APPLICABLE TO CREDIT OR DEBIT CARD PAYMENTS) . ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE ' H O LZA P FE L 601 UNION STREET S P E R R Y & PLLC SEATTLE.WA 98101-4000 TELEPHONE 206 624-1230 EBBERSON FAX 206 340-2563 WWW LASHER.COM City of Yelm, WA Attn Ms Shelly Badger, City Admin. MAY 4 2006 P .O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 RE: RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK APRIL 27, 2006 Invoice number: 414592 Page: 1 Balance due from previous statement . . . . . . . . 679 . 28 Payments received Thank you . . . . . . . . . . . (679 . 28) Balanceforward . . . . . . . . . . . . . . . . . . . 00 For professional services rendered through April 20, 2006 HRS . AMOUNT 03/20/06 Telephone calls to title company staff . 30 39 . 00 regarding status of tax parcel numbers for Burlington Northern deeds . Forward list of Thurston Co. tax parcel numbers for Burlington Northern to title company. Paralegal : Rebekah Grant 03/24/06 Call to title company regarding status of . 10 13 . 00 locating Burlington Northern tax parcel numbers . Paralegal : Rebekah Grant 03/29/06 Follow up on status of deed recordation. .40 80 . 00 Attorney: Taro Kusunose 03/31/06 Telephone calls to/from Nancy Moore at .40 52 . 00 Thurston County Title regarding Burlington Northern deeds . Telephone call to Stephanie Ray at City of Yelm. Paralegal: Rebekah Grant 04/03/06 Receipt of tax parcel information from 1 . 00 130 . 00 Thurston County Title. Begin preparation of excise tax affidavits and supplemental excise tax affidavit for donation and purchase quit claim deeds. Paralegal : Rebekah Grant / ATTORNEYS AT LAW LASHER -- 2600 TWO UNION SQUARE H O LZ A P F E L 601 UNION STREET S P E R R Y & PLLC SEATTLE,WA 98101-4000 E B B E R S O N TELEPHONE 206 624-1230 FAX 206 340-2563 W W W.LASHER.COM CITY OF YELM, WA RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK APRIL 27 , 2006 Invoice number: 414592 Page: 2 04/04/06 Telephone calls to Thurston County Assessor 1 . 10 143 . 00 and Treasurer' s office regarding tax parcel numbers, interest and penalties . Telephone call to Nancy at Thurston County Title regarding need to segregate legal description for purchase deed to correspond to separate operating and non-operating tax parcel numbers . Paralegal : Rebekah Grant 04/05/06 Work with Stephanie Ray of City of Yelm . 60 120 . 00 regarding use of N. Moore of Thurston County Title. Coordinate project with N. Moore and have staff bring N. Moore up to speed. Attorney: Taro Kusunose 04/05/06 Review additional information received from .40 52 . 00 Thurston County Title . Telephone call to Thurston Co . Assessor ' s office to discuss non-operating tax parcel without legal description and send proposed legal description for purchase quit claim deed. Paralegal : Rebekah Grant 04/06/06 Telephone calls from Thurston County Assessor . 30 39 . 00 regarding tax parcel numbers for Purchase deed. Paralegal : Rebekah Grant 04/07/06 Work with Thurston County Auditor to .40 80 . 00 determine exact fees due for BN transfer documents recording. Attorney: Taro Kusunose 04/07/06 Telephone call to Thurston Co. Assessor .40 52 . 00 regarding parcel numbers and legal description on purchase quit claim deed. Send diagram of purchased property to Assessor for review. Paralegal : Rebekah Grant ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE H O LZ A P F E L 601 UNION STREET S P E R R Y & PLLC SEATTLE,WA 98101-4000 EBBERSON TELEPHONE 206 624-1230 FAX 206 340-2563 WWW.LASHER.COM CITY OF YELM, WA RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK APRIL 27, 2006 Invoice number: 414592 Page: 3 04/17/06 Finalize all Excise Tax and Supplemental 1 .20 156 . 00 Affidavits . Prepare draft of letter to Burlington Northern enclosing all documents for signature and return. Paralegal : Rebekah Grant 04/18/06 Finalize and transmit Real Estate Excise Tax . 20 40 . 00 documents to BNSF for execution. Attorney: Taro Kusunose 04/18/06 Finalize letter to BNSF enclosing various tax . 50 65 . 00 affidavits and send by Fed Ex. Paralegal : Rebekah Grant Current legal fees : 1, 061 . 00 Total monthly copy charges 6 . 84 Monthly long distance charges 16 . 00 Current costs advanced: 22 . 84 Total current charges : 1, 083 . 84 Total amount due 1, 083 . 84 ATTORNEYS AT LAW LA SAH E R 2600 TWO UNION SQUARE H O LZ A P F E L PAYMENT REMITTANCE SHEET 601 UNION STREET S P E R R Y & PLLC SEATTLE,WA 98101-4000 TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 PLEASE RETURN REMITTANCE SHEET WITH PAYMENT WWW.LASHER.COM ---- APR - 4 2006 City of Yelm, WA Attn Ms Shelly Badger, City Admin. P.O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 File number: 15336 Date: March 29, 2006 Invoice number: 413683 Billing attorney: TK Matter description: RAIL ISSUES (YELM-ROY PRAIRE LINE) Balance forward: . 00 Total current charges : 679 .28 Total amount due: 679 .28 CURRENT OVER 30 OVER 60 OVER 90 TOTAL 679 .28 .00 . 00 . 00 679 .28 r ed fol PayMOnt Project: Fv BARS # 1A _% BARS ` - --- - PAYMENT DUE UPON RECEIPT. YOU MAY DEDUCT 2% IF PAID IN FULL BY CASH, CHECK OR WIRE TRANSFER WITHIN 10 DAYS OF INVOICE DATE (NOT APPLICABLE TO CREDIT OR DEBIT CARD PAYMENTS) . / ATTORNEYS AT LAW LA H E R __.-__._.. -. 2600 TWO UNION SQUARE H O LZ A P F E L 601 UNION STREET S P E R R Y & PLLC SEATTLE,WA 98101-4000 - ---- TELEPHONE 206 624-1230 E B B E R S O N ({ A G FAX 206 340-2563 APR _ 4 21006 WWW.LASHER.COM City of Yelm, WA Attn Ms Shelly Badger, City Admin. P.O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 RE : RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK MARCH 29, 2006 Invoice number: 413683 Page : 1 Balance due from previous statement . . . . . . . . 479 .78 Payments received Thank you . . . . . . . . . . . (479 .78) Balanceforward . . . . . . . . . . . . . . . . . . . 00 For professional services rendered through March 20 , 2006 HRS . AMOUNT 02/22/06 Telephone call from and conference with B. . 40 80 . 00 Dille regarding rail issues as they relate to his eminent domain issues . Review of same. Attorney: Taro Kusunose 02/22/06 Legal research and analysis legal abandonment 1 . 00 200 . 00 of rail line through lack of use. Transmit e-mail to B. Dille regarding same. (Time reduced) Attorney: Taro Kusunose 02/27/06 Telephone call from and extended conference 1 . 30 260 . 00 with R. Batie regarding deed recording issues . Draft and transmit extensive e-mail to D. Wintermute of BN regarding same. Review Thurston county tax parcel information. Telephone call to S . Badger regarding same. Attorney: Taro Kusunose 02/28/06 Review e-mail from BN regarding execution of . 30 60 . 00 REETAs for recording of the BN-Yelm Quit Claim Deeds . Respond to same. Attorney: Taro Kusunose 11V - ATTORNEYS AT LAW LA S�H E R 2600 TWO UNION SQUARE HOLZAPFEL 601 UNION STREET S P E R R Y & PLLC SEATTLE,WA 98101-4000 0 1 TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 WWW.LASHER.COM CITY OF YELM, WA RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK MARCH 29, 2006 Invoice number: 413683 Page : 2 02/28/06 Proof legals for accuracy. Telephone call to . 50 65 . 00 Thurston county title company to request assistance in locating tax parcel numbers for quit claim deeds . Paralegal : Rebekah Grant 03/07/06 Call to title company regarding request for . 10 13 . 00 assistance with tax parcel numbers on Burlington Northern conveyance deeds . Paralegal : Rebekah Grant Current legal fees : 678 . 00 Monthly long distance charges 1 . 28 Current costs advanced: 1 . 28 Total current charges : 679 . 28 Total amount due 679 . 28 I ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE H O LZ A P F E L PAYMENT REMITTANCE SHEET 601 UNION STREET S P E R R Y & PLLC SEATTLE,WA 98101-4000 TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 - - -- - PLEASE RETURN REMITTANCE SHEET WITH PAYMENT WWW.LASHER.COM City of Yelm, WA Attn Ms Shelly Badger, City Admin. P.O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 File number: 15336 Date: February 28, 2006 Invoice number: 413059 Billing attorney: TK Matter description: RAIL ISSUES (YELM-ROY PRAIRE LINE) Balance forward: . 00 Total current charges : 479 .78 Total amount due: 479 .78 CURRENT OVER 30 OVER 60 OVER 90 TOTAL 479 . 78 . 00 . 00 . 00 479 .78 AP d for Pa me t Date° 161 C�� Project: BARS # B ARS PAYMENT DUE UPON RECEIPT. YOU MAY DEDUCT 2% IF PAID IN FULL BY CASH, CHECK OR WIRE TRANSFER WITHIN 10 DAYS OF INVOICE DATE (NOT APPLICABLE TO CREDIT OR DEBIT CARD PAYMENTS) . ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE H O LZA P FE L 601 UNION STREET S P E R R Y & PLLC SEATTLE,WA 98101-4000 TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 W W W.LASHER.COM City of Yelm, WA Attn Ms Shelly Badger, City Admin. P.O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 RE: RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK FEBRUARY 28, 2006 Invoice number: 413059 Page: 1 Balance due from previous statement . . . . . . . . 883 . 56 Payments received Thank you . . . . . . . . . . . (883 . 56) Balanceforward . . . . . . . . . . . . . . . . . . . 00 For professional services rendered through February 20, 2006 HRS . AMOUNT 02/13/06 Review e-mail from D. Spivey. Review 1 . 50 300 . 00 archived files . Legal research and analysis of recording and real estate excise tax issues . Meeting with real estate paralegal regarding same. Draft and transmit e-mail to D. Spivey regarding locating documents on that end. Attorney: Taro Kusunose 02/14/06 Review excise tax issues . . 25 87 . 50 Attorney: Shannon Sperry 02/14/06 Review executed deeds and agreements between . 70 91 . 00 Burlington Northern and City of Yelm regarding transferred property to City. Telephone call to county assessor regarding necessary recording requirements and documentation to record stale dated deeds . Paralegal : Rebekah Grant Current legal fees : 478 . 50 Monthly long distance charges 1 .28 Current costs advanced: 1 . 28 Total current charges : 479 . 78 ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE H O LZ A P F E L 601 UNION STREET S P E R R Y & PLLC SEATTLE.WA 98101-4000 TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 W W W.LASHER.COM CITY OF YELM, WA RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK FEBRUARY 28, 2006 Invoice number: 413059 Page: 2 Total amount due 479 .78 Ap ved for Payment: Date: . Project: BARS # °r� EARS - I ATTORNEYS AT LAW LA S H E R_ 2600 TWO UNION SQUARE HOLZAPFEL 601 UNION STREET S PERRY & PLLC PAYMENT REMITTANCE SHEET SEATTLE,WA 98101-4000 TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 WWW.LASHER.COM PLEASE RETURN REMITTANCE SHEET WITH PAYMENT City of Yelm, WA Attn Ms Shelly Badger, City Admin. P.O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 File number: 15336 Date: February 2 , 2006 Invoice number: 412198 Billing attorney: TK Matter description: RAIL ISSUES (YELM-ROY PRAIRE LINE) Balance forward: . 00 Total current charges : 883 . 56 Total amount due : 883 . 56 CURRENT OVER 30 OVER 60 OVER 90 TOTAL 883 . 56 . 00 . 00 . 00 883 . 56 PAYMENT DUE UPON RECEIPT. YOU MAY DEDUCT 20 IF PAID IN FULL BY CASH, CHECK OR WIRE TRANSFER WITHIN 10 DAYS OF INVOICE DATE (NOT APPLICABLE TO CREDIT OR DEBIT CARD PAYMENTS) . ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE H O LZ A P F Ep"L 601 UNION STREET S P E R R Y n PLLC SEATTLE,WA 98101-4000 TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 WWW LASHER COM City of Yelm, WA Attn Ms Shelly Badger, City Admin. P.O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 RE: RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK FEBRUARY 2, 2006 Invoice number: 412198 Page: 1 Balance due from previous statement . . . . . . . . 166 . 50 Payments received Thank you . . . . . . . . . . . (166 . 50) Balance forward . . . . . . . . . . . . . . . . . . . 00 For professional services rendered through January 22 , 2006 HRS . AMOUNT 12/16/05 Review file and pull City of Yelm/BNSF 1 . 40 259 . 00 correspondence relating to the 2000 YRPL acquisition. Attorney: Taro Kusunose 12/19/05 Prepare BNSF correspondence packet to S. . 50 92 . 50 Badger. Attorney: Taro Kusunose 12/21/05 Remove and redact all BNSF correspondence 2 . 30 425 . 50 relating to the sale transaction (as opposed to the donation transaction) . Draft and transmit letter to IRS with BNSF-City of Yelm documents to send. Transmit same with copy to City. Attorney: Taro Kusunose Current legal fees : 777 . 00 Total monthly copy charges 106 . 56 Current costs advanced: 106 . 56 Total current charges : 883 . 56 ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE H O LZA P FE L 601 UNION STREET S P E R RY & PLLC SEATTLE,WA 98101-4000 TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 WWW.LASHER.COM CITY OF YELM, WA RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK FEBRUARY 2, 2006 Invoice number: 412198 Page: 2 Total amount due 883 . 56 Ap rev d for aMent: e� Date: S �-cGtcl�7� Project: k lLO /, BARS # �n�1 Obll 1�1A `�'1LQ 1_DD LSD % BARS # LA SHE R HOLZAPFEL SPERRY & JI!_ EBBERSON PLLC ATTORNEYS AT LAW July 11, 2005 Direct Line(206)332-7551 2600 Two(INION SQUARE 601 UNION STREET kusunose@lasher.com SEATTLE,WA 98101-4000 12061624-1230 FAX 12061 340-2563 www.lasher.com City of Yelm, Washington Attn: Ms. Shelly Badger, City Admin. MARIO A. BIANCHI RONALD E. BRALEY P.O. Box 479 LINDA KELLEYERSON 105 Yelm Avenue West ADRIENNE M. FININNELL ANTHONY J.W.GEWALD Yelm, WA 98597 RICHARD R. HACK,JR. KEVIN P.HANCHETT ROBERT J.HENRY DELNEY N. HILEN GEORGE S.HOLZAPFEL EARL P.LASHER III,P.S. DEAN A. MESSMER Dear Ms. Badger: DANIAL D. PHARRIS ROBIN WILLIAMS PHILLIPS TARA K. RICHARDSON LISA ANN SHARPE I am pleased that you have asked me to continue representing the City of Yelm SHANNON SPERRY with regard to its rail issues. Please note my new contact information here at Lasher AMY ELMENDORF TUCKER NADINE R.WEISKOPF Holzapfel Sperry & Ebberson. I have enclosed our firm's brochure which contains a KARL A.WEISS QUENTIN WILDSMITH Billing Information Memorandum which explains trust accounts and retainers, our EUGENE W.WONG hourly rates, expenses, monthly statements, and our policy regarding non-payment. Please note that you will be billed for all time spent on your behalf including telephone calls. Billings may be adjusted to ensure that you are charged a reasonable fee in light of the nature of the work or the results achieved. Please note that my hourly rate, as established by the firm, is now $185. Please contact me immediately if this poses a problem, or if you have any questions about this issue. My goal is to provide representation in a prompt, effective and efficient manner, and I look forward to representing you on a continuing basis. Very truly yours, LASHER HOLZAPFEL SPERRY &EBBERSON, P.L.L.C. Taro Kusunose TK:rg Enclosures {RAClients\05740\S324879.DOC) FIRM DESCRIPTION Lasher Holzapfel Sperry&Ebberson .. .focusing on litigation and business advice for privately-owned and family businesses Integrating Your Business and Personal Legal boards of for profit and non-profit corporations. Services We have helped form, reorganize, finance, and We are more than a group of lawyers providing dissolve partnerships, limited partnerships, and legal services. We are attorneys who understand corporations engaged in a wide range of your business and personal needs for legal services businesses. We have served as negotiators, and strive to integrate the two. We endeavor to arbitrators, mediators, or litigators of a wide range learn your business and personal plan so as to of business and personal disputes. The firm has tailor our work accordingly and accomplish your received the highest rating(AV)in the Martindale- objectives efficiently and effectively. Hubbell legal directory. Lasher Holzapfel Sperry & Ebberson is a Professional Limited Liability Diverse Experience Company. Our practice, divided evenly between business State-of-the-Art Support planning and dispute resolution, covers the complementary practice areas of corporate and Lasher Holzapfel Sperry & Ebberson's extensive business law, tax, real estate, bankruptcy and legal support facilities include the latest technology creditor's rights, commercial, tort and general in computerized research, data processing, and litigation, family law, pension and employee word processing. benefit plans and administration, management and Cost-Effective Service employee relations, and estate planning and A large paralegal staff supports our attorneys, probate. Our lawyers are well-qualified to meet thereby improving service cost-effectively. your planning, transactional and litigation needs in each of these areas. Because we are committed to providing quality service at a fair price,our fees are regarded by our Qualified Professionals clients as being very reasonable. Our attorneys' professional activities include Broad Client Base participation in local, state, and national bar associations, serving on boards, councils and Our clients include entrepreneurs, venture capitalists, real estate developers and investors, committees, and teaching and lecturing in their financial institutions, contractors, a major areas of expertise. Many of our attorneys have pcommercial airline, computer software developers, personal experience as business owners and have helped start new businesses including the and numerous retail and service businesses. We formation of a commercial bank and serving on are generally able to provide for all of the litigation and business needs of our clients. L A S H E R HOLZAPFEL SPERRY & EBBERSON PLLC BILLING INFORMATION1 LASHER HOLZAPFEL SPERRY&EMERSON,P.L.L.C.strives to provide the highest quality legal services at a reasonable cost. We believe that communication with clients on billing matters is an important part of maintaining client relationships. To promote such communication and mutual understanding, the following billing policies apply to our engagements unless specifically modified by written agreement. Please review and retain them for future reference. If you wish to change any of these policies with respect to your specific engagement,please notify us in writing as soon as possible. We are always open and available to discuss any billing questions or problems that may arise. Please call us if you have any questions regarding them Engagement Letter Expenses For each new matter undertaken by the firm we will Whether the case is being handled on an hourly fee or normally send you an engagement letter, confirming the contingent fee basis,you will be billed and are responsible nature of the services to be provided, as well as any for paying for expenses incurred in perfornung your special payment arrangements applying to your particular engagement. These include charges for items such as engagement and any agreed modifications to these word processing,photocopying,long distance phone calls, policies. docketing,fax transmission,postage,and legal messenger service. Such expenses are billed at amounts intended to Advance Fee Deposits and Trust Accounts cover the direct and indirect costs of the items. You are Advance fee deposits are routinely collected from all new charged for these services only if you use them. clients and may also be required in advance of trials or other substantial projects. These deposits are held in the You are also responsible for paying the cost of court firm's trust account and are applied to costs and fees as reporter services, trademark searches, filing fees, title These they are incurred. Your monthly statement will give you a report premiums and other third-party vendor charges breakdown of trust account activity. The amount of the which we incur on your behalf. These costs will be added advance fee deposit will depend on the nature of the to your billing statement as they are incurred, but we engagement and will be determined by your attorney. The reserve the right to make payment to the vendor only after deposit is not a fixed fee,nor is it usually an estimate of reimbursement is received from you. the total fees and costs expected to be incurred. Funds Monthly Statements other than advance fee deposits are also deposited into the trust account on occasion, for example, money for real Our billing statements for fees and expenses are generally estate closings or for settlements. If the money is to be mailed out monthly. Payment is due within X30 days unless held for an extended period of time,it may be transferred other arrangements are made. We offer a 2/o discount for billings paid in full within 10 days, including payments to a special interest bearing account, with all interest drawn from advance fee deposits. We accept payments by earned credited to the client unless otherwise agreed. credit and debit card,but the 2%discount does not apply Hourly Rates to such payments. A service charge will be added to We undertake most matters on an hourly fee basis. Our accounts not paid within 30 days of billing. hourly rates vary based upon experience and expertise. Non-payment Principals charge from $220 to $350, associates from $140 to$210,paralegals from$125 to$135 per hour,and In the absence of special arrangements, we cannot legal assistants at$50 per hour. As appropriate,work may continue to perform work for clients who do not make Payments to us on a timely basis. If we be delegated to other attorneys, paralegals, or legal find it necessary assistants with the firm in order to achieve the most cost- to stop work on a matter because of non-payment,you will effective work product. Our standard hourly rates are replacement so informed and given the opportunity to obtain occasionally reviewed and may be adjusted from time to replacement counsel. Upon termination,all fees and costs time, including during the term of an engagement. incurred are due and owing. When payment is received, Individual billings may be adjusted to ensure that you are we will deliver any requested file materials to you or your charged a reasonable fee in light of the nature of the work new counsel. performed and the results achieved. Arbitration of Disputes Contingent Fee Arrangements In an effort to minimize the cost of any legal disputes that There are certain types of cases that are undertaken on a may arise between the firm and our clients, all such contingent fee basis. In such arrangements, the firm disputes which cannot be promptly resolved by good faith receives an agreed percentage of an amount recovered in negotiation shall be submitted to binding arbitration with the action. In all contingent fee cases, a written fee Washington Arbitration & Mediation Service in Seattle, agreement stating the terms must be prepared and signed the Washington State Bar Association Fee Arbitration by the firm and the client. Program,or with another arbitrator mutually acceptable to the firm and the client. The ruling of the arbitrator in any such case shall be final and binding on the parties. L A S H E R HOLZAPFEL SPERRY & EBBERSON PLLC 4 -5 E DAVID EVANS AND ASSOCIATES, 3700 Pacific Highway East To: Mr. Ken Garmann Suite 311 FIRM: City of Yelm Tacoma, Washington 98424 FROM: Charles Burnham, P.E. Tei: 253 922 978o DATE: April 7, 1998 SUBJECT: ROY-YELM RAILROAD INSPECTION Fax: 2S3.922.9781 PROD.#: YELM0001 COPIES: The city of Yelm and various community leaders requested that David Evans and Associates, Inc. perform a track inspection of the Burlington Northern Santa Fe(BNSF) branch line from Roy to Yelm to determine the general condition of the track and structures on the line. The line was originally constructed in 1873. There is a weight restriction on the line of 276,000 pounds. There are no clearance restrictions for legal dimension loads. DEA engineers walked the line from Milepost 20.5 in Roy to Milepost 25.5 in Yelm on March 27, 1998. The track and structures were found to be in generally good condition. The following paragraphs detail the results of the inspection. Track The line is currently closed to traffic south of approximately Milepost 2 1.0 south of Roy with a red flag marking the limit of track in service. The track and roadbed condition from there to the end of the line in Yelm is generally fair to good. The rail is mostly 85#with a section from approximately Milepost 22.2 to Milepost 23.2 laid in 112# rail. The ties and track ballast are in fair condition with a few isolated areas of poor tie condition. Overall,the track appears to meet the requirements for Federal Railroad Administration (FRA) Class 2 track. Class 2 track has a maximum allowable operating speed of 25 MPH. The requirements of Class 2 include a minimum of eight serviceable ties per 39-foot rail or one-third of the total number ties. The inspection found that in almost all locations 65-70%of the ties are in good condition. Rail condition is fair to good with the 85# rail still having some service life, but beginning to show signs of needing replacement. It is well worn, with occasional engine burns, broken joint bars, loose and missing joint bolts and other minor defects. No broken rails were observed during the inspection. The 112# rail is in good condition with no specific defects noted. The track ballast condition is fair with the majority of the material being made up of bank gravel. Some locations have insufficient shoulders off of the ends of the ties. The ballast appears to be free draining and clean. The roadbed section meets the requirements for FRA Class 2 track. Between Milepost 23 and the east end of Bridge 23 the stream is beginning to cut into the toe of the slope supporting the track embankment. The bank remains stable, but may require rip-rap or other stabilization in the future. The only other erosion problem is at the north side of the east embankment of Bridge 23. The ditch is blocked at the bridge and ponds water for a distance of nearly 300 feet east of the bridge in the north track ditch. When this area overflows it is causing heavy erosion next to and under the east bridge abutment. This flow could be routed away from the bridge by installing a culvert 100 feet east of the bridge and ditching the flow over the south track embankment. • Outstanding &-alaM ETa BER O c:\mcoffice\winword\yelm 1.doe r s l'r n l R A E DAVID EVANS AND ASSOCIATES, Mr. Ken Garmann April 7, 1998 Page 2 All of the turnouts in the line are in fair to good condition except for the last turnout near the end of the line in Yelm. The switch ties follow the pattern of approximately one-third being defective. Switches appear to be operable with the exception being the one noted above which is missing a switch point and other components. It appears that the BNSF is taking rail and hardware from the track in Yelm for repairs at other locations on their system. There are 8 sets of joint bars, one rail, approximately 25 tie plates missing from the track in Yelm. These are minor defects and are easily correctable. The bumping post located at the end of the line is not installed properly and is not capable of stopping a rail car. It is not bolted to the rail, has no tie down rail, and is not sitting on the ties. Structures There are three bridge structures on the line,two timber trestles and one steel truss and girder bridge. The bridges are in generally good condition. The timber trestles constructed with 5-pile bents and 4-stringer chords. Both trestles have been inspected and post-treated by the Osmose Company with the last seven years. Some specific observations regarding each structure are as follows. Bridge 22: This timber trestle is located in a curve and crosses above a failed masonry arch culvert from the original construction of the line. The rail across the trestle is jointed 1129 with an inner guard rail across the deck and on the approaches. The bridge is in good condition and does not appear to have any needed repairs at this time. Bridge 23: This structure consists of deck girder approach spans on each end of the bridge and two steel through trusses across the main channel of the Nisqually River on tangent track. The rail on the bridge is 85# with an inner guard rail. The Steel structures are in generally good condition. The timber deck ties are in good condition. Some superficial spalling of concrete is evident on the piers and abutments, but can be repaired relatively easily and does not represent any structural inadequacies. The track approach on the west is low and the ties are unsupported by ballast, a condition which must be corrected prior to any train traffic. Two special concerns need to be addressed on this structure. First, the structure is a pinned truss and the pins are not accessible for inspection without removal. We recommend that this type of inspection be performed and if necessary the pins replaced. There are a total of 12 pins on the bridge. Second, the center pier in the rive appears to be scouring on the downstream side. This may include scouring under the pier itself, but this cannot be determined without further investigation in the river. We recornmend that this inspection also be performed. Bridge 25: This timber trestle is located in Yelm on tangent track. The piling and stringers are in good condition. There are 10 defective bridge ties and the walkway timbers and planks are in poor condition. We recommend that the walkway be removed immediately. The rail is 854 with no inner guard rail. This bridge is a low clearance structure over a drainage course, but appears to be meeting the flow capacities demanded of it. In general the structures should be serviceable, but some additional inspection is recommended on the bridge over the Nisqually River. �cn DAVID EVANS AND ASSOCIATES, MEMORANDUM 3700 Pacific Highway East To: Ken Garmann - Public Works Director Suite 311 FIRM: City of Yelm Tacoma,Washington 98424 FROM: Charles Burnham, P.E. Tel: 2o6.922.9780 DATE: May 19, 1998 Fax:2o6.922.9781 SUBJECT: YELM BRANCH LINE PROD.#: YELM0001 COPIES: Pursuant to the direction of the City of Yelm, DEA is preparing information on operation of the Yelm Branch of the Burlington Northern Santa Fe Railway (BNSF) as a shortline. Information regarding costs of initial repairs to track and structures, annualized maintenance costs, and the cost of train operations is included in this memo. The names of two regional railroad operators is also furnished for the city's use. The costs are preliminary and are based on our inspection of the line,discussions with rail operators, and DEA's database of cost information relating to railroad maintenance and operations. Information regarding existing traffic on the line from Lakeview to Roy has not been provided by the BNSF. We believe that this lack of cooperation on the part of the railroad is the result of ongoing discussions between the major carriers and their customers and shortlines regarding open access. The open access issue relates to rail users wanting access to either the BNSF or the Union Pacific Railroad no matter which rail line they may be located on. This issue may be resolved by the end of the month. For this reason, this memo includes estimates of traffic which may require updating when information becomes available from the BNSF. Initial Repairs: The general condition of the track and structures was discussed in our memo dated April 7, 1998. The following repairs are prioritized to indicate which need to be done before resuming operations on the line and which can be scheduled to be performed over some approximately the first year of operation. The non-priority repairs will also be dependent upon the level of traffic and by location on the line. For instance,the repairs to the track and turnout near the end of the line in Yelm can be delayed until such time that that particular section of the line is needed for servicing customers. Immediate Repairs: 1. Replace truss pins, Bridge No. 23 12 each @$10,000 $100,000 2. Epoxy grout piers, Bridge No. 23 Lot 10,000 3. Deck/walkway repairs, Bridge No. 25 Lot 2,000 4. Replace ties east of Bridge No. 23 100 each @$85 8,500 Total Costs $120,500 AEMBER C: • , Iutstanding • P SITIAIR 0'O �cn DAVID EVANS AND ASSOCIATES, Ken Garmann -Public Works Director May 19, 1998 Page 2 Scheduled Repairs: 1. Replace ties 400 each @$85 $ 34,000 2. Replace switch ties 20 each @$200 4,000 3. Install culvert east of Bridge No. 23 1 each @$2500 2,500 4. Switch repairs Lot 2,500 5. Install rail and hardware Lot 2,500 6. Install bumping post I each @$500 500 7. Surface, line and dress track 1000 T.F. @ $5 5,000 Total Costs $ 51,000 The immediate repairs need to be performed prior to using the track for rail service to Yelm. The scheduled repairs should be performed during the first year of service or sooner if traffic levels require. Annualized Maintenance: Maintenance costs are generally spread out over fiscal years. DEA estimates that during the first several years of operation the line will require the following repairs each year. 1. Replace ties 250 each @$85 $ 21,250 2. Replace rail 390 L.F. @$25 9,750 3. Misc bridge repairs Lot 10,000 Annual Maintenance Costs $ 41,000 This equates to$ 8,200 per mile each year which is comparable to costs in our database for shortline rail operators. Shortline Operators: The following companies are regionally located shortline operators which may be interested in operating the line for the city under contract or some other arrangement. Puget Sound&Pacific Railroad Co. David Parkinson, CEO 7525 SE 24th Street 206-232-1748 Suite 350 Mercer Island, WA 98040 • , • 0 • • Un DAVID EVANS AND ASSOCIATES, Ken Garmann -Public Works Director May 19, 1998 Page 3 Willamette and Pacific Railroad Company Robert Melbo, President Albany, OR 541-924-6565 At some point in the near future it may be appropriate to contact these companies to determine a livel of interest in operating the line and what type of operating arrangement might be appropriate. Additional information will be prepared regarding the number of existing and projected carloads on the line when information becomes available from the BNSF. If you have any questions or continents, please call me. • OUtstanding Quality � � Or Ililq 0� Anftvcr �+ tll yn L � �r'0q v° Henrys / Ravens"<ve Polm Sauburn Block d(cn0n(j 30y Stair C Tb TACOMA F'fe Dierkwer oar er I. vai _nttr iYcato+ HklsdaiSunner IOCoo Tacoma Puy.3il� Mee er trod tAKEVIEW Nldana dert*n T(nlcu Allison UCK1111h 1/cthard tfiQnt• 4� � '.SGdnawoY 1�1 OLYMPIAarn �5r ° Nlihurst Fre�lrlcksbll 4oc 1 ,t b P.tA ,ailya � _ CL Gra Thrift Crim@� Turnw,oter r1t `i,Bair &> xyro ROY ' Bolwore �gaIt . OIy1r#;la Koaawsin Flum YELU;; McKenna ClayCity y maytown jf western Jct Llttleroak.m e�01e �� e CIO Crate CI A nb J� �`s� Tenlrx; �o� Ycil QT e, A ar eq' ta° !BLjcodo ,r TF totlovei WJLwsl1 * Cgntrolio Mincr� CHEHALIS I)Mde G N,iG av Irm cubs Mor t on Wlnlnck City of Yelm Branch Line Geer � YEIM R,ML 4111E — 1__.— OUV Rall,VWs 01equa 0 6 10 "LES Cuatirr Ruck 0 6 10' 15 igtoMETERS DAVID EVANS AND ASSOCIATES, Page 1 of 2 Shelly Badger From: Shelly Badger Sent: Friday, March 03, 2006 3:33 PM To: Tim Peterson Subject: FW: Rail Line abandonment out of lack of use? Tim, another reason to get the weeds cut back. There was a recent case that Brent had heard about that he expressed concern over with Taro, our RR attorney, that lack of use of a rail line can cause suspect in some property owner's eyes on whether or not the rr has been abandoned. Overall, it sounds like we are fine, however, there is a recommendation that we periodically run a train on the track and keep the weeds cut. Thanks, Shelly Shelly Badger, Yelm City Administrator City of Yelm P.O.Box 479 Yelm,WA 98597 360-458-8405 360-458-4348 fax shellyb@ci.yelm.wa.us From: Taro Kusunose [maiIto:kusunose@lasher.com] Sent: Tuesday, February 28, 2006 9:13 AM To: bdille@owensdavies.com Cc: Shelly Badger Subject: FW: Rail Line abandonment out of lack of use? Brent: Sorry for the delay. Below is part of a response I received back from another attorney about rail abandonment. The question posed was whether a rail line could be "abandoned" by non-use. The "legal" abandonment discussed is done through the Surface Transportation Board in Washington D.C. Hope this helps. It sounds like it does help to have a train run down the track once in a while, as part of the evidence to produce to the STB in the event of a abandonment proceeding before the STB. Let me know if you have any questions or concerns. Thank you. Taro Taro Kusunose, Esq. Lasher Holzapfel Sperry& Ebberson, PLLC (206)332-7551 Direct Dial kusunoseglasher.com lotice: This is a privileged and confidential electronic transmission intended only for the individual/entity named. If you received this transmission in error,please notify the sender by reply e-mail or by calling(206)332-7551,and then delete the transmission without copying it. Thank you. No, not required legally. Lack of use can cause practical evidentiary problems, however. Adjoining property owners try to use this and say it is "abandoned" though non-use. That is a misunderstanding of what legal abandonment means. You may even find some state law cases that use the common criteria of long time non-use. You cannot have 3/3/2006 Page 2 of 2 adverse possession against a railroad, either. To be legally abandoned, however, even if not used for years, you must go through the STB process because it is the exclusive method of terminating operating rights over a railroad ROW whether owned in fee or merely a railroad easement. Without a certificate of abandonment for the ICC before 1995 or the STB after 1/1/96, the property is never legally abandoned. True even if a bridge is out cutting it off from the rail network. However, the practical side is you must show that the "public convenience and necessity requires the continued operation of the line. If there is a likelihood of traffic in the future. Rail roads have lost too much track and now have a capacity problem The STB will protect a railroad which wishes to keep a property if they can show future use plans, solicitation of shippers on the line, effort to locate shippers to the line, or need to use the line for adjunct rail operations (storage of seasonal cars, etc). This becomes an evidence issue and I always advise shortline owners to run a train (even if it is just a locomotive) on the line occasionally, or put a car or two on it for a period of time, to mark their territory. Also, to keep the weeds cut. 3/3/2006 t DAVID EVANS AND ASSOCIATES, 3900 Pacific Highway East TO: Mr. Ken Garmann Suite 311 FIRM: City of Yelm Tacoma, Washington 98424 FROM: Charles Burnham, P.E. Tel: 253.922.9980 DATE: April 7, 1998 Fax: 253.922.9781 SUBJECT: ROY-YELM RAILROAD INSPECTION PROD.#: YELM0001 COPIES: The city of Yelm and various community leaders requested that David Evans and Associates, Inc. perform a track inspection of the Burlington Northern Santa Fe(BNSF) branch line from Roy to Yelm to determine the general condition of the track and structures on the line. The line was originally constructed in 1873. There is a weight restriction on the line of 276,000 pounds. There are no clearance restrictions for legal dimension loads. DEA engineers walked the line from Milepost 20.5 in Roy to Milepost 25.5 in Yelm on March 27, 1998. The track and structures were found to be in generally good condition. The following paragraphs detail the results of the inspection. Track The line is currently closed to traffic south of approximately Milepost 21.0 south of Roy with a red flag marking the limit of track in service. The track and roadbed condition from there to the end of the line in Yelm is generally fair to good. The rail is mostly 85#with a section from approximately Milepost 22.2 to Milepost 23.2 laid in 112# rail. The ties and track ballast are in fair condition with a few isolated areas of poor tie condition. Overall, the track appears to meet the requirements for Federal Railroad Administration(FRA) Class 2 track. Class 2 track has a maximum allowable operating speed of 25 MPH. The requirements of Class 2 include a minimum of eight serviceable ties per 39-foot rail or one-third of the total number ties. The inspection found that in almost all locations 65-70%of the ties are in good condition. Rail condition is fair to good with the 85# rail still having some service life, but beginning to show signs of needing replacement. It is well worn, with occasional engine burns, broken joint bars, loose and missing joint bolts and other minor defects. No broken rails were observed during the inspection. The 112# rail is in good condition with no specific defects noted. The track ballast condition is fair with the majority of the material being made up of bank gravel. Some locations have insufficient shoulders off of the ends of the ties. The ballast appears to be free draining and clean. The roadbed section meets the requirements for FRA Class 2 track. Between Milepost 23 and the east end of Bridge 23 the stream is beginning to cut into the toe of the slope supporting the track embankment. The bank remains stable, but may require rip-rap or other stabilization in the future. The only other erosion problem is at the north side of the east embankment of Bridge 23. The ditch is blocked at the bridge and ponds water for a distance of nearly 300 feet east of the bridge in the north track ditch. When this area overflows it is causing heavy erosion next to and under the east bridge abutment. This flow could be routed away from the bridge by installing a culvert 100 feet east of the bridge and ditching the flow over the south track embankment. Outstanding Professionals . . . Outstanding Quality SEM BER O S l'r l a l x c:Vwoffice\winword\yelm 1.doc r ' �cn DAVID EVANS AND ASSOCIATES, Mr. Ken Garmann April 7, 1998 Page 2 All of the turnouts in the line are in fair to good condition except for the last turnout near the end of the line in Yelm. The switch ties follow the pattern of approximately one-third being defective. Switches appear to be operable with the exception being the one noted above which is missing a switch point and other components. It appears that the BNSF is taking rail and hardware from the track in Yelm for repairs at other locations on their system. There are 8 sets of joint bars, one rail, approximately 25 tie plates missing from the track in Yelm. These are minor defects and are easily correctable. The bumping post located at the end of the line is not installed properly and is not capable of stopping a rail car. It is not bolted to the rail, has no tie down rail, and is not sitting on the ties. Structures There are three bridge structures on the line, two timber trestles and one steel truss and girder bridge. The bridges are in generally good condition. The timber trestles constructed with 5-pile bents and 4-stringer chords. Both trestles have been inspected and post-treated by the Osmose Company with the last seven years. Some specific observations regarding each structure are as follows. Bridge 22: This timber trestle is located in a curve and crosses above a failed masonry arch culvert from the original construction of the line. The rail across the trestle is jointed 1124 with an inner guard rail across the deck and on the approaches. The bridge is in good condition and does not appear to have any needed repairs at this time. Bridge 23: This structure consists of deck girder approach spans on each end of the bridge and two steel through trusses across the main channel of the Nisqually River on tangent track. The rail on the bridge is 85# with an inner guard rail. The Steel structures are in generally good condition. The timber deck ties are in good condition. Some superficial spalling of concrete is evident on the piers and abutments, but can be repaired relatively easily and does not represent any structural inadequacies. The track approach on the west is low and the ties are unsupported by ballast, a condition which must be corrected prior to any train traffic. Two special concerns need to be addressed on this structure. First, the structure is a pinned truss and the pins are not accessible for inspection without removal. We recommend that this type of inspection be performed and if necessary the pins replaced. There are a total of 12 pins on the bridge. Second, the center pier in the rive appears to be scouring on the downstream side. This may include scouring under the pier itself, but this cannot be determined without further investigation in the river. We recommend that this inspection also be performed. Bridge 25: This timber trestle is located in Yelm on tangent track. The piling and stringers are in good condition. There are 10 defective bridge ties and the walkway timbers and planks are in poor condition. We recommend that the walkway be removed immediately. The rail is 85#with no inner guard rail. This bridge is a low clearance structure over a drainage course, but appears to be meeting the flow capacities demanded of it. In general the structures should be serviceable, but some additional inspection is recommended on the bridge over the Nisqually River. �cn DAVID EVANS AND ASSOCIATES, MEMORANDUM 3900 Pacific Highway East Suite iii To: Ken Garmann - Public Works Director Tacoma,Washington 98424 FIRM: City Of Yelm FROM: Charles Burnham, Tel: 2o6.922.9780 Fax:2o6.922.9781 DATE: May 19, 1998 SUBJECT: YELM BRANCH LINE PROD.#: YELM0001 COPIES: Pursuant to the direction of the City of Yelm, DEA is preparing information on operation of the Yelm Branch of the Burlington Northern Santa Fe Railway(BNSF)as a shortline. Information regarding costs of initial repairs to track and structures, annualized maintenance costs, and the cost of train operations is included in this memo. The names of two regional railroad operators is also furnished for the city's use. The costs are preliminary and are based on our inspection of the line, discussions with rail operators, and DEA's database of cost information relating to railroad maintenance and operations. Information regarding existing traffic on the line from Lakeview to Roy has not been provided by the BNSF. We believe that this lack of cooperation on the part of the railroad is the result of ongoing discussions between the major carriers and their customers and shortlines regarding open access. The open access issue relates to rail users wanting access to either the BNSF or the Union Pacific Railroad no matter which rail line they may be located on. This issue may be resolved by the end of the month. For this reason, this memo includes estimates of traffic which may require updating when information becomes available from the BNSF. Initial Repairs: The general condition of the track and structures was discussed in our memo dated April 7, 1998. The following repairs are prioritized to indicate which need to be done before resuming operations on the line and which can be scheduled to be performed over some approximately the first year of operation. The non-priority repairs will also be dependent upon the level of traffic and by location on the line. For instance,the repairs to the track and turnout near the end of the line in Yelm can be delayed until such time that that particular section of the line is needed for servicing customers. Immediate Repairs: 1. Replace truss pins, Bridge No. 23 12 each @ $10,000 $100,000 2. Epoxy grout piers, Bridge No. 23 Lot 10,000 3. Deck/walkway repairs, Bridge No. 25 Lot 2,000 4. Replace ties east of Bridge No. 23 100 each @$85 8.500 Total Costs $120,500 M E M B E R • / • P SITIAIR 0" DAVID EVANS AND ASSOCIATES, Ken Garmann -Public Works Director May 19, 1998 Page 2 Scheduled Repairs: 1. Replace ties 400 each a) $85 $ 34,000 2. Replace switch ties 20 each @$200 4,000 3. Install culvert east of Bridge No. 23 1 each @$2500 2,500 4. Switch repairs Lot 2,500 5. Install rail and hardware Lot 2,500 6. Install bumping post 1 each @$500 500 7. Surface, line and dress track 1000 T.F. @$5 5,000 Total Costs $ 51,000 The immediate repairs need to be perfonned prior to using the track for rail service to Yelm. The scheduled repairs should be perfonned during the first year of service or sooner if traffic levels require. Annualized Maintenance: Maintenance costs are generally spread out over fiscal years. DEA estimates that during the first several years of operation the line will require the following repairs each year. 1. Replace ties 250 each @$85 $ 21,250 2. Replace rail 390 L.F. @$25 9,750 3. Misc bridge repairs Lot 10,000 Annual Maintenance Costs $41,000 This equates to $ 8,200 per mile each year which is comparable to costs in our database for shortline rail operators. Shortline Operators: The following companies are regionally located shortline operators which may be interested in operating the line for the city under contract or some other arrangement. Puget Sound &Pacific Railroad Co. David Parkinson, CEO 7525 SE 24th Street 206-232-1748 Suite 350 Mercer Island,WA 98040 DAVID EVANS AND ASSOCIATES, Ken Garmann-Public Works Director May 19, 1998 Page 3 Willamette and Pacific Railroad Company Robert Melbo, President Albany, OR 541-924-6565 At some point in the near future it may be appropriate to contact these companies to determine a livel of interest in operating the line and what type of operating arrangement might be appropriate. Additional information will be prepared regarding the number of existing and projected carloads on the line when information becomes available from the BNSF. If you have any questions or comments, please call me. � � Or I IIIA 0< An;tcver pti� Allyn GC4 R� C� Merry �I Auburn 4.• Roven340e Palm BI Sana 3uy s.r,,,Clo TACOMA IFe Dlerhoer an er WRt _nttr Sunner yIKC�tU' �� 8(1604001 Tc6ma Puya IA GC or tr o't IAKEVIEW IAF and it dorton TlmcuRNcCtliu=d >acMtll'n : zCantlwOy Fredrickson OLYMPIA Graham Thrttt x cx Tumwoter pl *.:Jolr 0), to xyrn ROY �>o tclT:or-e :alt � a�a gy„ ,I6 t Kaacwsln P1u YEUI ` M4Kcnno Clay ctly Naytawn TE westsrn Jc+ Lit tleraaK,Q 8Q618z' o u�' v Gats 40° tD Gq s }b leninu p6 vWl y. 5 8joodo d ,,wit` r F ju ` �.° 4' °` TE NStiattcl w�txtal, " Rats - Controltd 1�1,t M iner of CHEHALIS G D:vide ` Mci t:.avlm Guts Marlon wlnlook City of Yeim Branch Line 6dsr 0140 WL tMS 01e quo UV 0 b 10 wis Cuatle Ruck 0 6 ' 10• is KIl.otdETFRS DAVID EVANS AND ASSOCIATES, �cn DAVID EVANS AND ASSOCIATES, MEMORANDUM Trans Pacific Trade Center 3900 Pacific Highway East, Suite 311 TO: Joe Williams Tacoma, Washington 98424 Shelley Badger Tel: 253.922.9780 FIRM: Yelm Rail Advisory Committee Fax: 253.922.9781 FROM: Charles Burnham DATE: Decemember 4, 2000 SUBJECT: RAIL LINE TRANSITION: PURCHASE TO OPERATION PROJ. #: YELM0000.0004 COPIES: Pursuant to telephone conversations with Mr.Joe Williams and Ms. Shelley Badger, we have prepared the following list of next steps to move from closing the purchase with Burlington Northern Santa Fe Railway (BNSF)to starting operations on the rail line between Roy and Yelm. These steps include administrative, maintenance an"r air, and operations tasks recommended for taking the railroad from its current state of disuse to a fully operational line. They are generally in chronological order from first to last. Some of the tasks will overlap during the start-up period. 1. Embargo the Line: Place an embargo on the line in order to provide time to perform maintenance and repairs to the track and structures and to select an operator for the line. File a formal notice of the embargo with the American Association of Railroads(AAR). The main purpose of the embargo is to prevent shipment of any cars to a destination on the line without notice to the city and without an operator in place to provide service. Cars can still be handled on the line on an individual basis under a permit arrangement. BNSF could provide the switching service during this interim period.The embargo notice is ready to file and would become effective upon filing. 2. Develop Operator Selection Criteria: Develop criteria for selection of a contract operator for the line. The criteria should include past experience,financial capacity, a business/operating plan for the line, safety history,and cost to the city. Include both freight and passenger service components in the RFP. Prepare a schedule for the selection process. The criteria should be developed such that both public and private operators can submit responsive proposals. Typically the RFP process should take 4 to 6 weeks. Negotiation with the preferred operator following selection may take several months to work out the details of an agreement. The process will generally include the following steps: a) Selection of the preferred operator through the RFP process. b) Negotiation of the operating agreement with the preferred operator. c) If negotiations fail to produce an agreement,the city may opt to open negotiations with the second ranked operator from the RFP or to readvertise and start the RFP process anew. �pMaSR O / Outstanding / GLOBAL DQN ALLIAN06 w �cn Shelley Badger Decemember 4,2000 Page 2 3. Prepare Request for Proposal(RFP)for Operator: The RFP should be prepared in a format that meets the selection process determined to be most advantageous to the city. The city attorney may need to review the RFP to confirm that it meets the statutory requirements of the city. Options to consider include qualifications based selection with negotiated fees, selection based on cost only, and a combination of selection criteria with both qualifications and costs determining the"best"operator. A list of potential candidates for consideration includes: Tacoma Rail Dennis Dean,Deputy Director 253-502-8891 Ballard Terminal Railroad Byron Cole 206-782-1447 Puget Sound&Pacific R.R. Tom Foster,VP—General Manager 360-482-4994 Willamette&Pacific R.R. Bob Melbo,President 541-924-6565 4. Update Track and Structures Condition Report: The condition report should be updated to reflect conditions at the present time. This may include a walking inspection of the track and structures, inspection of bridge pier scour at the Nisqually River Bridge,review of the latest Burlington Northern Santa FE Railway(BNSF)inspection reports,and review of Federal Railroad Administration(FRA)defect reports. The cost estimate of the maintenance and repairs previously recommended should be updated. It may be appropriate to include both the immediate repairs and the long-term maintenance of the line in the RFP for operator selection. Another alternative might be to have a separate contractor perform the immediate repairs and have the operator be responsible for the maintenance of the line. 5. Identify Funding Sources for Repairs,Improvements,and Development: A number of sources for various types of projects on the rail line are available. Other shortlines have obtained funding from Washington State Department of Transportation,Federal Railroad Administration, Economic Development Administration,and private sources. A Class I railroad recently reached an agreement with a connecting shortline railroad to provides funds for track upgrades to accommodate increased traffic. The agreement included a long-term agreement with one of the shortline's customers to ship exclusively on the Class I carrier. Both grants and low interest loan programs are available. 6. Prepare Development Plan for Adjacent Properties: A development plan for adjacent properties that abut the railroad should be prepared as a companion piece to the business/operating plan for the shortline. Business development of such properties will have a significant impact on the success of the railroad. Rail-served businesses should be targeted for marketing efforts. The amount of rail-served property in the region is declining rapidly. The value of rail-served sites is estimated to be as much as 6 to 10 percent higher than sites without rail service available. Yelm has a number of parcels immediately adjacent to the railroad north of the city center. Additional parcels are located near Roy and at the Miles Sand and Gravel Pit. 7. Investigate Potential for Passenger Operations: Investigate the potential for various types of passenger operations on the line. Several types of passenger uses might be considered such as a trolley feeder to a Lakewood connection with Sound Transit,excursion trolley, and steam train. We recommend that the responsibility for managing and operating passenger services be assigned to the selected operator. 8. Prepare Strategy for Rails with Trails Development: Develop a strategy and preliminary schedule for development of a trail along the right-of-way in accordance with the requirements of the TEA-21 grant agreement. This process is not of immediate importance,but must be addressed in a timely manner. p Ay\ye1m0000.0004\memo 12-5-00.doc �cn Shelley Badger Decemember 4, 2000 Page 3 9. Investigate the Feasibility of Tacoma Rail Connection: Investigate the feasibility of a connection from the Yelm line to the Tacoma Rail line. The connection might be feasible at several locations. Prepare a conceptual design for a connection. This connection would give the Yelm line access to both Class I railroads in the region,BNSF and UPRR. This is the type of project that might qualify for state and/or federal funding. 10. Prepare List of State and Federal Filings: Prepare list and submittal schedule for state and federal filings required for the rail line. The only filing that we are currently aware of is the notification to the Surface Transportation Board of the selected operator. Either the owner or the operator can file this notice,but it is recommended that the operator be made responsible through the operating agreement in order to save the city money. The city should also require that all future filings regarding the railroad that the operator may want to make must be approved by the city prior to filing. p Ay\ye Im0000.0004\memo 12-5-OO.doc - -n DAVID EVANS AND ASSOCIATES, MEMORANDUM Trans Pacific Trade Center 3700 Pacific Highway East, Suite iii TO: Joe Williams Tacoma, Washington 98424 Shelley Badger Tel: 253.922.9780 FIRM: Yelm Rail Advisory Committee Fax: 253.922.9781 FROM: Charles Burnham DATE: Decemember 4, 2000 SUBJECT: RAIL LINE TRANSITION: PURCHASE TO OPERATION PROJ. #: YELM0000.0004 COPIES: Pursuant to telephone conversations with Mr. Joe Williams and Ms. Shelley Badger, we have prepared the following list of next steps to move from closing the purchase with Burlington Northern Santa Fe Railway (BNSF) to starting operations on the rail line between Roy and Yelm. These steps include administrative, maintenance and r pair, and operations tasks recommended for taking the railroad from its current state of disuse to a fully operational line. They are generally in chronological order from first to last. Some of the tasks will overlap during the start-up period. 1. Embargo the Line: Place an embargo on the line in order to provide time to perform maintenance and repairs to the track and structures and to select an operator for the line. File a formal notice of the embargo with the American Association of Railroads(AAR). The main purpose of the embargo is to prevent shipment of any cars to a destination on the line without notice to the city and without an operator in place to provide service. Cars can still be handled on the line on an individual basis under a permit arrangement. BNSF could provide the switching service during this interim period. The embargo notice is ready to file and would become effective upon filing. 2. Develop Operator Selection Criteria: Develop criteria for selection of a contract operator for the line. The criteria should include past experience, financial capacity, a business/operating plan for the line, safety history, and cost to the city. Include both freight and passenger service components in the RFP. Prepare a schedule for the selection process. The criteria should be developed such that both public and private operators can submit responsive proposals. Typically the RFP process should take 4 to 6 weeks. Negotiation with the preferred operator following selection may take several months to work out the details of an agreement. The process will generally include the following steps: a) Selection of the preferred operator through the RFP process. b) Negotiation of the operating agreement with the preferred operator. c) If negotiations fail to produce an agreement, the city may opt to open negotiations with the second ranked operator from the RFP or to readvertise and start the RFP process anew. • G-L Oil'kL Allies NCE Shelley Badger Decemember 4,2000 Page 2 3. Prepare Request for Proposal(RFP)for Operator: The RFP should be prepared in a format that meets the selection process determined to be most advantageous to the city. The city attorney may need to review the RFP to confirm that it meets the statutory requirements of the city. Options to consider include qualifications based selection with negotiated fees, selection based on cost only,and a combination of selection criteria with both qualifications and costs determining the "best" operator. A list of potential candidates for consideration includes: Tacoma Rail Dennis Dean,Deputy Director 253-502-8891 Ballard Terminal Railroad Byron Cole 206-782-1447 Puget Sound&Pacific R.R. Tom Foster,VP—General Manager 360-482-4994 Willamette&Pacific R.R. Bob Melbo,President 541-924-6565 4. Update Track and Structures Condition Report:The condition report should be updated to reflect conditions at the present time. This may include a walking inspection of the track and structures, inspection of bridge pier scour at the Nisqually River Bridge,review of the latest Burlington Northern Santa FE Railway(BNSF)inspection reports,and review of Federal Railroad Administration(FRA)defect reports. The cost estimate of the maintenance and repairs previously recommended should be updated. It may be appropriate to include both the immediate repairs and the long-term maintenance of the line in the RFP for operator selection. Another alternative might be to have a separate contractor perform the immediate repairs and have the operator be responsible for the maintenance of the line. 5. Identify Funding Sources for Repairs,Improvements,and Development: A number of sources for various types of projects on the rail line are available. Other shortlines have obtained funding from Washington State Department of Transportation,Federal Railroad Administration,Economic Development Administration,and private sources. A Class I railroad recently reached an agreement with a connecting shortline railroad to provides funds for track upgrades to accommodate increased traffic. The agreement included a long-term agreement with one of the shortline's customers to ship exclusively on the Class I carrier. Both grants and low interest loan programs are available. 6. Prepare Development Plan for Adjacent Properties: A development plan for adjacent properties that abut the railroad should be prepared as a companion piece to the business/operating plan for the shortline. Business development of such properties will have a significant impact on the success of the railroad. Rail-served businesses should be targeted for marketing efforts. The amount of rail-served property in the region is declining rapidly. The value of rail-served sites is estimated to be as much as 6 to 10 percent higher than sites without rail service available. Yelm has a number of parcels immediately adjacent to the railroad north of the city center. Additional parcels are located near Roy and at the Miles Sand and Gravel pit. 7. Investigate Potential for Passenger Operations: Investigate the potential for various types of passenger operations on the line. Several types of passenger uses might be considered such as a trolley feeder to a Lakewood connection with Sound Transit,excursion trolley, and steam train. We recommend that the responsibility for managing and operating passenger services be assigned to the selected operator. 8. Prepare Strategy for Rails with Trails Development: Develop a strategy and preliminary schedule for development of a trail along the right-of-way in accordance with the requirements of the TEA-21 grant agreement. This process is not of immediate importance,but must be addressed in a timely manner. p Ay\ye1m0000.0004\memol 2-5-OO.doc �cn Shelley Badger Decemember 4, 2000 Page 3 9. Investigate the Feasibility of Tacoma Rail Connection: Investigate the feasibility of a connection from the Yelm line to the Tacoma Rail line. The connection might be feasible at several locations. Prepare a conceptual design for a connection. This connection would give the Yelm line access to both Class I railroads in the region, BNSF and UPRR. This is the type of project that might qualify for state and/or federal funding. 10. Prepare List of State and Federal Filings: Prepare list and submittal schedule for state and federal filings required for the rail line. The only filing that we are currently aware of is the notification to the Surface Transportation Board of the selected operator. Either the owner or the operator can file this notice,but it is recommended that the operator be made responsible through the operating agreement in order to save the city money. The city should also require that all future filings regarding the railroad that the operator may want to make must be approved by the city prior to filing. p Ay\yeIm0000.0004\memo 12-5-OO.doc - a �cn DAVID EVANS AND ASSOCIATES, MEMORANDUM Trans Pacific Trade Center 3900 Pacific Highway East, Suite 311 TO: Joe Williams Tacoma, Washington 98424 Shelley Badger Tel: 253.922.9780 FIRM: Yelm Rail Advisory Committee Fax: 253 922 9781 FROM: Charles Burnham DATE: Decemember 4, 2000 SUBJECT: RAIL LINE TRANSITION: PURCHASE TO OPERATION PROJ. #: YELM0000.0004 COPIES: Pursuant to telephone conversations with Mr.Joe Williams and Ms. Shelley Badger,we have prepared the following list of next steps to move from closing the purchase with Burlington Northern Santa Fe Railway (BNSF)to starting operations on the rail line between Roy and Yelm. These steps include administrative, maintenance and repair, and operations tasks recommended for taking the railroad from its current state of disuse to a fully operational line. They are generally in chronological order from first to last. Some of the tasks will overlap during the start-up period. 1. Embargo the Line: Place an embargo on the line in order to provide time to perform maintenance and repairs to the track and structures and to select an operator for the line. File a formal notice of the embargo with the American Association of Railroads(AAR). The main purpose of the embargo is to prevent shipment of any cars to a destination on the line without notice to the city and without an operator in place to provide service. Cars can still be handled on the line on an individual basis under a permit arrangement. BNSF could provide the switching service during this interim period.The embargo notice is ready to file and would become effective upon filing. 2. Develop Operator Selection Criteria: Develop criteria for selection of a contract operator for the line. The criteria should include past experience, financial capacity, a business/operating plan for the line, safety history, and cost to the city. Include both freight and passenger service components in the RFP. Prepare a schedule for the selection process. The criteria should be developed such that both public and private operators can submit responsive proposals. Typically the RFP process should take 4 to 6 weeks. Negotiation with the preferred operator following selection may take several months to work out the details of an agreement. The process will generally include the following steps: a) Selection of the preferred operator through the RFP process. b) Negotiation of the operating agreement with the preferred operator. c) If negotiations fail to produce an agreement,the city may opt to open negotiations with the second ranked operator from the RFP or to readvertise and start the RFP process anew. µBRRO Quality GLOOAL ALLIANCE �cn Shelley Badger Decemember 4, 2000 Page 2 3. Prepare Request for Proposal(RFP)for Operator: The RFP should be prepared in a format that meets the selection process determined to be most advantageous to the city. The city attorney may need to review the RFP to confirm that it meets the statutory requirements of the city. Options to consider include qualifications based selection with negotiated fees, selection based on cost only, and a combination of selection criteria with both qualifications and costs determining the"best"operator. A list of potential candidates for consideration includes: Tacoma Rail Dennis Dean,Deputy Director 253-502-8891 Ballard Terminal Railroad Byron Cole 206-782-1447 Puget Sound&Pacific R.R. Tom Foster,VP—General Manager 360-482-4994 Willamette&Pacific R.R. Bob Melbo,President 541-924-6565 4. Update Track and Structures Condition Report: The condition report should be updated to reflect conditions at the present time. This may include a walking inspection of the track and structures, inspection of bridge pier scour at the Nisqually River Bridge,review of the latest Burlington Northern Santa FE Railway(BNSF) inspection reports,and review of Federal Railroad Administration(FRA)defect reports. The cost estimate of the maintenance and repairs previously recommended should be updated. It may be appropriate to include both the immediate repairs and the long-term maintenance of the line in the RFP for operator selection. Another alternative might be to have a separate contractor perform the immediate repairs and have the operator be responsible for the maintenance of the line. 5. Identify Funding Sources for Repairs,Improvements,and Development: A number of sources for various types of projects on the rail line are available. Other shortlines have obtained funding from Washington State Department of Transportation,Federal Railroad Administration, Economic Development Administration,and private sources. A Class I railroad recently reached an agreement with a connecting shortline railroad to provides funds for track upgrades to accommodate increased traffic. The agreement included a long-term agreement with one of the shortline's customers to ship exclusively on the Class I carrier. Both grants and low interest loan programs are available. 6. Prepare Development Plan for Adjacent Properties: A development plan for adjacent properties that abut the railroad should be prepared as a companion piece to the business/operating plan for the shortline. Business development of such properties will have a significant impact on the success of the railroad. Rail-served businesses should be targeted for marketing efforts. The amount of rail-served property in the region is declining rapidly. The value of rail-served sites is estimated to be as much as 6 to 10 percent higher than sites without rail service available. Yelm has a number of parcels immediately adjacent to the railroad north of the city center. Additional parcels are located near Roy and at the Miles Sand and Gravel Pit. 7. Investigate Potential for Passenger Operations: Investigate the potential for various types of passenger operations on the line. Several types of passenger uses might be considered such as a trolley feeder to a Lakewood connection with Sound Transit, excursion trolley,and steam train. We recommend that the responsibility for managing and operating passenger services be assigned to the selected operator. 8. Prepare Strategy for Rails with Trails Development: Develop a strategy and preliminary schedule for development of a trail along the right-of-way in accordance with the requirements of the TEA-21 grant agreement. This process is not of immediate importance,but must be addressed in a timely manner. p Ay\ye1m0000.0004\memo 12-5-00.doc �cn Shelley Badger Decemember 4,2000 Page 3 9. Investigate the Feasibility of Tacoma Rail Connection: Investigate the feasibility of a connection from the Yelm line to the Tacoma Rail line. The connection might be feasible at several locations. Prepare a conceptual design for a connection. This connection would give the Yelm line access to both Class I railroads in the region,BNSF and UPRR. This is the type of project that might qualify for state and/or federal funding. 10. Prepare List of State and Federal Filings: Prepare list and submittal schedule for state and federal filings required for the rail line. The only filing that we are currently aware of is the notification to the Surface Transportation Board of the selected operator. Either the owner or the operator can file this notice,but it is recommended that the operator be made responsible through the operating agreement in order to save the city money. The city should also require that all future filings regarding the railroad that the operator may want to make must be approved by the city prior to filing. p Ay\ye1m0000.0004\memo 12-5-OO.doc 940- MEMORANDUM �fm V� � �✓ 1 �.(,k TO: Joe Williams 1 Shelley Badger �0� E-J �Wo .. FIRMi Yelm Rail Advisory Committee FROM Charles Burnham DATE November 27, 2000 SUBJECT RAIL LINE TRANSITION: V0, PURCHASE TO OPERATION PROD # YELM0000.0004 COPIES. Pursuant to telephone conversations with Mr. Joe Williams and Ms. Shelley Badger,we have prepared the following list of next steps to move from closing the purchase to starting operations on the rail line between Roy and Yelm. These steps include administrative,maintenance and repair, and operations tasks recommended for taking the railroad from its current state of disuse to a fully operational line. They are generally in chronological order from first to last. Some of the tasks will overlap during the start-up period. 1. Embargo the Line: Place an embargo on the line in order to provide time to perform maintenance and repairs to the track and structures and to select an operator for the line. File a formal notice of the embargo with the American Association of Railroads(AAR). The purpose of the embargo is to prevent shipment of any cars to a destination on the line without notice to the city and without an operator in place to provide service. Cars can still be handled on the line on an individual basis under a permit arrangement. BNSF could provide the switching service during this interim period. J4-4(% t M14-1-9. 2. Develop Operator Selection Criteria: Develop criteria for selection of a contract operator for the line. The criteria should include past experience, financial capacity,a business/operating plan for the line, safety history, and cost to the city. Include both freight and passenger service components in the RFP. Prepare a schedule for the selection process. The criteria should be developed such that both public and private operators can submit responsive proposals. 3. Prepare Request for Proposal(RFP)for Operator:The RFP should be prepared in a format that meets the selection process determined to be most advantageous to the city. The city attorney may need to review the RFP to confirm that it meets the statutory requirements of the city. Options to consider include qualifications based selection with negotiated fees, selection based on cost only,and a combination of selection criteria with both qualifications and costs determining the"best"operator. A list of potential candidates for consideration includes: Tacoma Rail Dennis Dean,Deputy Director 253-502-8891 Ballard Terminal Railroad Byron Cole 206-782-1447 Puget Sound& Pacific R.R. Tom Foster,VP--General Manager 360-482-4994 Willamette& Pacific R.R. Bob Melbo, President 541-924-6565 4. Update Track and Structures Condition Report:The condition report should be updated to reflect conditions at the present time. This may include a walking inspection of the track and structures, inspection of bridge pier scour at the Nisqually River Bridge,review of the latest Burlington Northern Santa FE Railway(BNSF) cAwindows\temp\yelmmemo 112200draft.doc Shelley Badger November 27,2000 Page 2 inspection reports, and review of Federal Railroad Administration(FRA)defect reports. The cost estimate of the maintenance and repairs previously recommended should be updated. It may be appropriate to include both the immediate repairs and the long-term maintenance of the line in the RFP for operator selection. Another alternative might be to have a separate contractor perform the immediate repairs and have the operator be responsible for the maintenance of the line. 5. Identify Funding Sources for Repairs,Improvements,and Development: A number of sources for various types of projects on the rail line are available. Other shortlines have obtained funding from Washington State Department of Transportation,Federal Railroad Administration, Economic Development Administration, and private sources. A Class I railroad recently reached an agreement with a connecting shortline railroad to provides funds for track upgrades to accommodate increased traffic. The agreement included a long-term agreement with one of the shortline's customers to ship exclusively on the Class I carrier. Both grants and low interest loan programs are available. 6. Prepare Development Plan for Adjacent Properties: A development plan for adjacent properties that abut the railroad should be prepared as a companion piece to the business/operating plan for the shortline. Business development of such properties will have a significant impact on the success of the railroad. Rail-served businesses should be targeted for marketing efforts. The amount of rail-served property in the region is declining rapidly. The value of rail-served sites is estimated to be as much as 6 to 10 percent higher than sites without rail service available. Yelm has a number of parcels immediately adjacent to the railroad north of the city center. Additional parcels are located near Roy and at the Miles Sand and Gravel pit. 7. Investigate Potential for Passenger Operations: Investigate the potential for various types of passenger operations on the line. Several types of passenger uses might be considered such as a trolley feeder to a Lakewood connection with Sound Transit,excursion trolley, and steam train. We recommend that the responsibility for managing and operating passenger services be assigned to the selected operator. 8. Prepare Strategy for Rails with Trails Development: Develop a strategy and preliminary schedule for development of a trail along the right-of-way in accordance with the requirements of the TEA-21 grant agreement. This process is not of immediate importance,but must be addressed in a timely manner. 9. Investigate the Feasibility of Tacoma Rail Connection: Investigate the feasibility of a connection from the Yelm line to the Tacoma Rail line. The connection might be feasible at several locations. Prepare a conceptual design for a connection. This connection would give the Yelm line access to both Class I railroads in the region, BNSF and UPRR. This is the type of project that might qualify for state and/or federal funding. 10. Prepare List of State and Federal Filings: Prepare list and submittal schedule for state and federal filings required for the rail line. The only filing that we are currently aware of is the notification to the Surface Transportation Board of the selected operator. This notice is the responsibility of the operator. �cn l DAVID EVANS AND ASSOCIATES, I COMPLETE APPRAISAL REP FILE A ORT COPY in a SUMMARY REPORT FORMAT THE YELM TO ROY SEGMENT of the OLD NORTHERN PACIFIC PRAIRIE LINE/YELM BRANCH LINE Thurston and Pierce Counties, Washington Prepared for: Mr Ken Garmann, Public Works Director City of Yelm 105 Yelm Avenue W Yelm, Washington 98597 , Date of Valuation December 15, 1999 Prepared by: Bernie Brown and William Werner DAVID EVANS AND ASSOCIATES, INC. 3700 Pacific Highway East, Suite 311 Tacoma, WA 98424 Telephone: (253)992-9780 Outstanding Quality SUBJECT CORRIDOR DESCRIPTION �T Hazardous Waste: This appraisal assumes that the subject is free of all hazardous materials as stated in the Limiting Conditions and Assumptions of this appraisal report. The appraiser has conducted no independent investigation regarding hazardous materials. If questions arise, further research is recommended. �T Jurisdictions: City of Roy, Thurston and Pierce Counties, State of Washington. Current Use: Unused rail line with some easements including fiber optic. Size/length: 71.51 acres/4.55 miles. Shape: A graded rail corridor with a bridge (Nisqually River), two trestles (Murray and Yelm Creeks), track bed, ties and rails. The overall width is 100 feet, at the Nisqually River crossing it widens to 160 feet then 400 feet. Topography: Mostly it is effectively level, at the Pierce County side of the Nisqually River crossing there is some cut and fill. There is a steel bridge over the Nisqually River and two wooden trestles over creeks. Utilities-- (Where available). Water: City of Yelm, (in rural areas private well). Septic: City of Yelm, (in rural areas private septic systems). ' Electric Power: Puget Sound Power and Light. Gas: Yelm area, Washington Natural Gas. Telephone: Yelm Telephone Company, or US West. Cable: Viacom Cablevision. Accessibility: There is good access to the subject in the Yelm/Thurston County portion. Public road/street right-of-way cross or abut the subject corridor. They include SR 510/Yelm Avenue, Stevens Street, Rhoton Road, Canal Road and Bridge Road. In the Pierce County portion the subject corridor right-of-way maps show four private road crossings, accessed off SR 507/Spanaway-McKenna Highway. Easements/Encumbrances: No preliminary title reports were available at the time of the appraisal. A perusal of the railroad right-of-way maps of the subject and County Assessor maps found the following which may impact the subject. Transmission line: A Bonneville Power Administration transmission line crosses the subject at approximately mile 23.75. Power canal: The City of Centralia's power canal crosses the subject at approximately mile 24.25. YELM0003 David Evans and Associates,Inc. Page 18 Road crossings: At least four private road crossings cross the subject in the Pierce County portion of the subject. Fiber optic: A World Com fiber optic line may be along all or part of the subject corridor. I.. Sewer line: There may be a sewer line easement in favor of the City of Yelm or Thurston County over part of the subject. 5 Zoning and Comprehensive Plans: The subject runs through three jurisdictions, Pierce County, Thurston 1 County and the City of Yelm. Pierce County: This portion of the subject is in rural Pierce County. It has an R10 (Rural 10) zone classification. R10 is intended to provide for rural uses at a rural density of one dwelling unit per 10 acres. If 75% of a property is designated open space a maximum density of 2.5 dwelling units per 10 acres is allowed. Permitted uses include single family residential, crop and animal production and forestry. Most of the R10 zone abutting the subject has a Mineral Resource Overlay (MRO). The overlay identifies those lands for the extraction of minerals that have a known or potential long-term commercial significance. A surface mine extracting gravel, (Miles Sand and Gravel Company's Roy Pit), is now in operation in part of the MRO area. Thurston County: Rural Thurston County, from the Nisqually River(the Thurston/Pierce Counties boundary), to the Centralia Power Canal/Yelms Urban Growth and city boundaries. The west side of the subject corridor is zoned RR 2/1, (Rural Residential 2 units per 1 acre). RR 2/1 is intended to encourage development to enhance and preserve semi-rural residential areas which have moderate physical limitations for development and/or do not have the services for urban level development. Maximum allowed density is 2 units per acre. When developed as a cluster subdivision the minimum lot size is 7,200 square feet. Primary uses allowed in RR 2/1 is agricultural and forestry, and single family residential. The area has been developed as a cluster subdivision, the Nisqually Pines vacation home subdivision and is now used as a permanent single family residential subdivision. Actual density is up to 6 units per acre. The east side of the subject in rural Thurston County is zoned RRR 1/5, (Rural Residential/Resource - 1 unit per 5 acres). The purpose of this zone is to allow for rural development, maintaining the rural character, allowing for agricultural, forestry and other rural land uses, while sensitive to physical characteristics and protecting sensitive environmental areas. Maximum density is one unit per five acres. Uses allowed include single family residences, forestry and agriculture. YELM0003 David Evans and Associates.Inc. Page 19 I City of Yelm: This includes the area inside Yelm's Urban Growth Boundary and outside the city limits. Four land use zones cover the subject corridor. 1 Three additional zones abut the subject. From the Centralia Power Canal to the Canal Road crossing the subject is zoned/classified Low Density Residential (R-4), four single family residential units per acre. Abutting the east side of the subject the land (outside the city limits, but inside the Yelm Urban Growth Area), is zoned RR 1/5, (Rural Residential - one unit per five acres). The abutting land is vacant or under developed and the city is in the process of having both zones changed to Industrial. j From the Canal Road crossing to the Rhoton Road crossing the subject { and the abutting land is zoned Industrial. The purpose/intent of the zone is to provide areas where industrial activities and uses involving the processing, manufacture and storage of products may be located. Permitted uses cover most industrial type uses. Abutting a small portion of the east side of the subject, (inside the Yelm UGA), land is zoned Thurston County LI (Light Industrial). LIs uses are similar to Yelms Industrial zone. Subject corridor from Rhoton Road to Stevens Street is zoned HC (Heavy Commercial). The intent of the HC zone includes providing for those commercial uses and activities which are dependent on convenient vehicular access. It also includes balancing the needs of motorists and businesses serving a regional or community wide market with the needs of pedestrians and neighborhood residents. Permitted uses cover most commercial uses. From Stevens Street to SR 510/Yelm Avenue, subject corridor is zoned CBD (Central Business District). The CBD zone is intended to promote and maintain a viable commercial core in downtown Yelm to serve the needs of the residents of Yelm and the surrounding area. Uses permitted cover a wide spectrum and include civic, government, retail, commercial and offices. Yelm Transportation Plan: The plan has a rail preservation and enhancement policy of preserving existing railroad rights-of-way within the city's Urban Growth Area and connection to the national railroad network. Foreign Trade Zone: All of the Industrial zoned land in Yelm which abuts or is adjacent to the north side of the subject corridor (approximately 109 acres), is in Site 4 of the South Puget Sound Foreign Trade Zone (FTZ) #216. The FTZ is administered by the Port of Olympia and covers 12 zones in Thurston, Lewis, Mason and Kitsap counties. YELM0003 David Evans and Associates,Inc. Page 20 Freight Access by Rail Corridor: Subject corridor is part of a study/plan by the Thurston Regional i Planning Council and Washington State Department of Transportation to preserve rail access and improve freight and passenger movement in the South Puget Sound region. I Thurston County Trail Plan: The portion of the subject corridor from Yelm to the Nisqually River/Thurston County line is designated as a future trail in the Thurston County Trail Plan which was adopted in August 1995. This links up with the County's existing Yelm-Tenino Trail which is the rail line corridor the County purchased from BNSF in November 1993. Flood Plain: Except for the Nisqually River, Yelm and Murray Creeks, the subject corridor is outside any flood plain, per Federal Emergency Management Agency maps. f � 1 f YELM0003 David Evans and Associates,Inc. Page 21 HIGHEST AND BEST USE Highest and best use is that reasonable and probable use that supports the highest present fair market value as of the effective date of the appraisal. The highest and best use of a property must meet four criteria: Physically Possible Legally Permissible Economic Maximally productive. The highest and best use concept is based upon traditional appraisal theory and reflects the attitudes of typical buyers and sellers who recognize that value is predicated on future benefits. This theory is based upon wealth maximization to the owner. Physically Possible - Physical characteristics of the subject have been previously described in this appraisal report. The subject corridor was surveyed, acquired and developed as a part of the Northern Pacific Railroad's, (a predecessor of BNSF), mainline in the 1870s. The track bed is well established and includes some fill, a bridge across the Nisqually River and two wooden trestles across creeks. From 1874 to 1914 the subject was used as part of Northern Pacific's main line between Kalama and Tacoma, the Prairie Line. Since 1914 the subject has been used as branch line supplementing the newer main line between Tenino and Tacoma via Nisqually and Steilacoom. In 1986 Burlington Northern took the line between Yelm and Tenino out of service. The right-of-way was purchased by Thurston County in 1993 as part of their rails to trails program. Yet the subjects rail line connections between Yelm and Tacoma remain intact. Subjects grade is generally effectively level with gentle, wide curves. Along most of the corridor the width is 100 feet, with wider portions at the Nisqually River crossing. The physical considerations support the continued use of the subject as a rail corridor and the width permits combined use as a trail corridor. Legally Permissible - The legal factors influencing the highest and best use of the subject include government regulations such as zoning and other land use ordinances. Other factors would be deed restrictions, easements and encumbrances which impact or restrict the use of the subject corridor. Part of the corridors right-of-way is in fee simple title while other parts are in the original United t States government grant to Northern Pacific Railroad. As long as the corridor is used for railroad 1 use (or rail banked), the subjects right-of-way is secure. The title permits continued railroad and/or trail use in the corridor. Subject was in place and functioned as a part of a railroad before the current zoning ordinances. Thus the subject enjoys grandfathered use rights. Financially Feasible -The subject corridor has been part of the transportation system. As a renewed rail link, it would link potential shippers in Yelm with Tacoma and elsewhere by rail networks. The subject corridor potentially enhances the economic potential of property it serves. YELM0003 David Evans and Associates,Inc. Page 22 J There are indications of the degree of this economic benefit. There is approximately 450 acres of industrial land or land to be zoned industrial that would benefit by rail access in Yelm. This the approximate area of the land adjacent to the rail corridor in Yelms northwest and east sub-areas. Sales studies indicate that industrial land with rail access have sold for a $0.14 per square foot(PSF) to $0.56 PSF premium over comparable land without rail access. Maximally Productive - As noted above the subject can be the link to other parts of Washington, the USA and the world. The subject corridor is also in a Freight Access by Rail (FAR), study/development to retain existing rail road corridors to divert interregional freight shipping from roads to rail lines. It is part of an on going Washington State Department of Transportation program j and supported by Pierce and Thurston Counties. The Thurston County portion of the subject corridor is part of the Thurston County Trail Plan for use as a trail/rail corridor. Conclusion and Opinion of Highest and Best Use - The highest and best use of the subject corridor P g g J is as part of a rail road freight network to serve the existing and potential users in the Yelm area and to serve as a trail to meet the recreation needs of users of the Thurston County rail trails. 4 f t 1 1, YELM0003 David Evans and Associates,Inc. Page 23 METHODS OF VALUATION Introduction The appraisal process which is applied to most real estate properties is designed to evaluate all factors which influence value. General regional, local, and neighborhood information has been presented to inform the reader of general outside influences which may affect value. In addition, the site has been described in detail. The Highest and Best Use section has been provided to evaluate the effect of legal, physical, and market considerations which determine the most probable use of the subject property/corridor Methodology t In valuing the subject property, the Sales Comparison Approach is used. Sufficient market data was available from within the market area to generate a sound value estimate. In this approach recent ` sales of similar corridors are compared to the subject to indicate value. Where good market data is available, this approach best reflects market behavior and provides a reliable estimate of value for the subject. The Income Capitalization Approach to value was not used in this valuation for several reasons. First, the availability of income and expense data for railroad use is far too limited to support this approach. Recreational trail use is a special use and does not generate income in the usual "market" sense. Thus trail use cannot be valued by the Income Approach. The Cost Approach was not used to value the subject. The subject property Includes substantial improvements that were built in the late 19 century. This includes the Nisqually River bridge, the trestles over Yelm and Murray Creeks, fill work and the track bed. Although these improvements are serviceable for continued use as a rail road and trail corridor, they have accrued substantial economic and physical depreciation. Estimating this depreciation would be questionable, and the cost approach would yield an unreliable indicator of value. The across-the-fence or at-the-fence (ATF) approach was not used. This approach estimates the value of a corridor by looking at the values of the adjoining/abutting properties. If the corridor ceases to have an economic use as a corridor, the highest and best use (HBU), of the corridor is to i break it up into the most valuable parcels possible, and sell these to adjoining users. The value of 1 that corridor is estimated by the value of the land across the fence, and the ATF approach is the appropriate approach. Improvements have no value beyond possible salvage. If the HBU is continued use as a corridor, the land within that corridor is more valuable for corridor use than for competing uses across the fence. It has a different HBU than the adjoining land. The ATF approach is often used as a type of cost approach. The cost to assemble all parcels, plus an enhancement factor, would be one way to value the land within the corridor. However, the appraiser would need to add the contributory value of improvements that support the corridor use. As mentioned, the cost approach would not be used because of the unreliability of estimating the depreciate replacement costs of improvements. YELM0003 David Evans and Associates,Inc. Page 24 / SUBJECT VALUATION In this section the market value of the subject corridor is estimated by comparing it with recent sales of railroad corridors for continued railroad use and for rails to trails use. In this regard the appraisers have searched for sales of corridors in Washington State. The appraisers were able to find sufficient, verifiable sales to determine the corridor's value. Unit of Comparison For this valuation the unit of comparison will be dollars per mile. This is a method of comparison used by market participants. The price of a dollar per mile is obtained by dividing the number of miles in a corridor sale into the purchase price of that sale. Five sales have been used in this appraisal as indicators of value form which the value of the corridor will be developed. The highest and best use of each corridor was continued use as a corridor. Other corridor sales in Washington State are included as reference. The chart on the following page summarizes the five comparable sales used to establish a basis of value. The corridor sales chart shows values from $30,263 to $80,321 per mile for the corridors. Following the sales chart there is a sales location map and a summary of other corridor sales used as reference. Terms of Sale This refers to the type of financing used in the corridor transactions. Payment is made in terms of cash in United States dollars or in terms of financial arrangements comparable to dollars in cash. The price represents the nominal consideration for the corridor sold unaffected by special or creative financing. Market Conditions The five comparable corridor sales used are considered contemporary sales occurring in 1996 and 1997. No time adjustment is suggested by the sales. Physical Characteristics Differences in physical characteristics such as length, corridor width, and grade do not appear to have an impact on the individual corridor sales value. What counts is the ability of the corridor to support a graded rail bed to carry a rail line and/or a trail. Property Rights Conveyed The sales were acquired for continued railroad use or rails to trails (recreational trail) use. YELM0003 David Evans and Associates,Inc. Page 25 r RAILROAD CORRIDOR SALES CHART 3 w NO. RAILROAD DATELENGTH SALES PRICE UNIT PRICE COMMENTS 1. Puget Sound and Pacific Railroad 9/97 83.5 miles $5,360,000 $64,192/mile For railroad use. A short line created from a (Arizona and California Railroad) sale of BNSF branch lines connecting with Lewis, Thurston, Grays Harbor BNSF at Centralia. Connects sea port with a and Mason Counties. main line. Corridor width varies averaging at 100 feet. 2. Curtis, Milburn and Eastern 11/96 10.0 miles $344,000 $34,400/mile An ex Weyerhaeuser railroad, corridor averages Railroad, (Port of Chehalis), at 100 feet wide. Connecting with Tacoma Rail Lewis County. at Chehalis and connections to a main line. Trackage in fair condition. Line operated by Puget Sound and Pacific. 0 a 3. Tacoma Rail, (City of Tacoma) 8/95 76.0 miles $3,075,000 $30,263/mile A railroad to railroad sale. The Mountain Lewis, Thurston and Pierce Division of Tacoma Rail. Ex Weyerhaeuser. Counties. Corridor width averages 100 feet. Connects $ with BNSF at both ends of corridor. Considered a low end sale. 4. Ex BNSF Belmore to Gate 8/96 12.45 miles $1,000,000 $80,321/mile A rails to trails corridor sale. It has been rail branch line, Thurston County banked. An ex BNSF branch line. Corridor averages at 100 feet wide. 5. Ex Weyerhaeuser logging railroad 9/96 7.0 miles $525,000 $75,000/mile A rails to trails corridor sale. Part of the old corridor, Thurston County Vail Railroad. Corridor width varies, averages 'at 100 feet. Will be used as part of Thurston Countys trail system. Subj Yelm to Roy portion of the old 12/99 4.55 miles Subject corridor, part of the old Prairie Line. Prairie Line, Thurston and Pierce Has access to BNSF main line at Lakeview. Counties. Corridor averages at 100 feet wide. For railroad and trail corridor use. b N \"� I"� \`'tet P.INnpMm NHnTCOM 1 I r' . n J • • • s w w -nuirtu. I�.,.aq�{ .>'.E•�— — --r_ r . I y OReTLL6l WAINNGTON RATE OEPARTMENT OF TRANSPOIRATION Gf AAPNC 11"Mefb 9991 5� r •.• .`�`i.�„/ �.� I I CONN. I . .. `✓ � -Nl-�' OEANOOAN I r I '•� tiysSr` °O•Y YLnO[T /l ( 99 , I 4 I A':) T is r.Atw •.\ NAN)w I�/�/yj� d�sF A4 V.mon t' \.., I \I '4, I •*D?l I ' I �`�.•..\ l_,•`�',( 1 `1 I PERRT HNONOMOR -1--- CLAlA Au \' Evtt / I I �� I cEeLAN U14f �' �tA I Pre I z SosF ' Up Q\« BNSF I 1 1 / 1 I --- ---- gg ` ' i 1l J I NCO N I g �•,. cn+o r! DoaoLA! `� cnAP yt BNSF� / lPOEA28 H 1�1 YA17 BrySF 1.� I �1 k. '2'tT• BNSF `~_--J _ I-_—_—_—_ �a `31 e� �.� ,1.�` ` 1. E,,,TTnJ i �h.,Ni � I � `•V` I R I 1�•�`� ' ICBBC I YHR'HwN R NO Asra..^ Q :yr. .I fl4rucw ( .6Q �. ,.i" pSAp N' PTaan � `�•\ m t1 —_ = 0' ''u 1 i 2� su+R --------- 1` reAS CSP PCC LqW"m {Itl PACIFIC I IPP.nN[LIN YAST)A I BiNTON 1 r a.n.mA 1 I -,-—-—-—-—---I--- TSwR Gry,,,, - W� BNS I ) 1A COLukmA \ rY AlGiQt a, I ![A1fANIA I 1 'ALL, wALLA I 1 cowLrrz I I BNsf r. I 1 r I / 8L1J9 BLUE MOUNTAIN RAILROAD lrpNw: I 3.YSF BURLINGTON NORTHERN SAMA FE ,F r w";RRC COLUMBIA BASIN RAILAOAD JLq /, —�--—-—-—-—-—-—-—-— CLC COLUMBIA h COWLITZ ^-•tir I I I BNSf ••—..—. OSGJ COLUMBIA RNEti b CASCADE RR LICC y I BITA7 I _- CSP CAMAS PRAIRIES I CMER CURTIS MILBIRiN 6 EASTERN ;.-... LEWIS EI CLARK RAILWAY CO. PCC PCOULEE CITY RR uv PEND OREIIlF VALLEY WASHINGTON STATE 45.:,l PUGET SOUND 8 PACIFIC - ROYAL SLOPE RA 6NSF - 7E TACOMA EASTERN 7� RTOPPENISH SIMCOE h WESTERN ■A I L SYSTEM YS E M UNION PACIFIC LLSG UNITED STATES GOVERNMENT V: N CORRIDOR SALE NO. 1 DESCRIPTION: Central ia-Hoquiam line, from mile post (MP) 0.6 Centralia, Lewis County to MP 74.1 Hoquiam, Grays Harbor County. Horn Spur track at MP 72.5 Centralia-Hoquiam line (2.0 miles). Elma-Shelton line, from MP 0.0 Elma, Grays Harbor County, to MP 25.1 Shelton, Manson County. SELLER: Burlington Northern and Santa Fe Railway Company. BUYER: Arizona and California Railroad Company Limited Partnership. DATE: August 1997. SALE PRICE: $5,360,000. TERMS: Cash or equivalent. STATISTICS: 83.5 route miles; the right-of-way width varies and averages at 100 feet wide; approximately 1,012 acres. COMMODITIES: Major commodities include lumber, plywood, pulp, chemicals, propane, fertilizers, feed grain, logs, and special components for the US Navy. Carloads per year were approximately 8,000 in 1997 and are estimated to be 10,000 in 1999. Most of the traffic is from the Grays Harbor area. GRADE: It varies, the Harbor line goes through generally effectively level areas, while the Elma-Shelton line has grades at 2% or more. CONNECTIONS: Connects with BNSF at Centralia, Union Pacific at Blakeslee Junction, both in Lewis County. UNIT PRICE: $64,192/mile unadjusted. COMMENTS: An 83.5 route mile branch line system sold off as part of BNSF's rationalization of its branch lines. Route mileage information is from Surface Transportation Board documentation. The sale included BNSF's rights on a US government owned line north of Shelton, Manson County to Bangor, 44.0 miles and a branch line to Bremerton Navy Yard, 4.6 miles. Puget Sound and Pacific Railroad (PSAP) an operating division of Arizona and California Railroad (ARZC) operates the lines. ARZC is owned by ParkSierra Rail Group, Napa, California. They own and operate two other short lines, both in California. One is the 354 route mile California Northern Railroad Company and the other ARZC. Sale of the lines to ARZC was by quitclaim deed suggesting BNSF may not have full title to the right-of-way. The sale was of real estate and improvements comprising the above rail lines/rail corridors. As part of the sale BNSF retained the rights to all subsurface minerals including gas, oil, YELM0003 David Evans and Associates,Inc. Page 28 coal, sand and gravel. BNSF also reserved all water rights and a permanent easement for multiple pipelines and fiber optic lines. The lines operated by PSAP run through five Washington counties, Lewis, 1 Thurston, Grays Harbor, Mason and Kitsap, (ARZC/PSAP have operating rights over the US Government line serving Navy facilities). They run i through rural, agricultural and forest areas and several cities and { communities. The cities include Centralia in Lewis County; Grand Mound, Rochester and Gate in Thurston County; Oakville, Porter, Elma, Hillgrove, Montesano, Central Park, Aberdeen and Hoquiam in Grays Harbor County; Shelton in Mason County. Puget Sound and Grays Harbor Railroad and United Railroads of Washington constructed and operated the lines in the early 1890s. The railroads were sold to Northern Pacific (a predecessor company of BNSF), in 1898. The line is in fair to average condition. PSAP have requested a $1.514 million WSDOT Rail Freight Assistance Funding to rehabilitate three 90 year old swing span bridges to continue rail service to Aberdeen, Hoquiam and the Port of Grays Harbor. Total project cost is estimated to be $1.892 million. The Port of Grays Harbor has received a$340,000 WSDOT grant to construct a chemical transload facility. CONFIRMED: Tom Foster, Puget Sound and Pacific Railroad; Surface Transportation Board documentation. 1 1 1 1 1 1 YELM0003 David Evans and Associates,Inc. Page 29 CORRIDOR SALE NO. 2 DESCRIPTION: Runs between Chehalis and Curtis, Lewis County, WA. The line has four stations and no sidings or yards. Ex Curtis, Milburn & Eastern Railroad Company, Chehalis, WA. SELLER: Weyerhaeuser Company. BUYER: Port of Chehalis. DATE: November 1996. SALE PRICE: $344,000. TERMS: Cash or equivalent. STATISTICS: 10.0 route miles; the right-of-way width varies and averages at 100 feet wide; approximately 103 acres;. COMMODITIES: Major commodities are expected to include timber products and fertilizer. Carloads per year are expected to be around 100. The line has only been reactivated in October 1999. GRADE: Maximum grade is less 0.5%. The line goes through effectively level areas. CONNECTIONS: Connects with Tacoma Rail's Mountain Division at Chehalis. UNIT PRICE: $34,400/mile unadjusted. COMMENTS: A shortline railroad corridor, which was part of the Weyerhaeuser Company's railroad system in Western Washington. Weyerhaeuser has gradually sold the system off to shortline owners/operators and other parts have been rail banked. This includes the 76 mile, Chehalis to Tacoma Junction/Fife line to the City of Tacoma, which operated as the Mountain Division of Tacoma Rail (TMRW). Another part of the system called the Vail line extension has been sold to Thurston County Parks and Recreation Department. The line is in fair condition. Maximum speed is 25 MPH. Several road/level crossings cross the line and there are some trestles. The Chehalis-Centralia Railroad Association run excursion trains on the line between Chehalis and Ruth. 1 The Port purchased the line to serve an industrial park in an old Weyerhaeuser pole yard at Curtis. However the line has been unused for sometime and in October 1999 Puget Sound and Pacific Railroad (PSAP) gained approval to operate the line. PSAP have reciprocal overhead trackage rights over 1.0 miles of TMRW line at Chehalis to connect with BNSF's main line also in Chehalis. As part of the use agreement with the Port of Chehalis, PSAP is required to upgrade the tracks. Rail freight operations over the line ' YELM0003 David Evans and Associates,Inc. Page 30 were to commence on or after October 18, 1999. This sale price was negotiated starting from an appraisal by Washington State Department of Transportation, (WSDOT). WSDOT encouraged the purchase of the line to keep the corridor intact, to encourage rail freight and to lessen the amount of freight on the highways. The Port of Chehalis has applied for WSDOT Freight Rail Assistance Funding to upgrade the railroad for heavier freight cars by rehabilitating bridge and railroad crossings. Project cost is estimated to be $910,000. CONFIRMED: Dan Treat, Weyerhaeuser Company; Jim Jackson, WSDOT Freight Rail Program Engineer. r 1 t i i 1 1 i I f t 1 1 1 ` YELM0003 David Evans and Associates,Inc. Page 31 i CORRIDOR SALE NO. 3 DESCRIPTION: The corridor sale runs between Chehalis, Lewis County and Tacoma Junction/Fife, Pierce County, WA. This line has 22 stations and 14 yards and sidings. Ex Chehalis Western Railroad and Tacoma Eastern Railroad ' Company. SELLER: Weyerhaeuser Company, (Chehalis Western Railroad). BUYER: City of Tacoma. DATE: August 1995. SALE PRICE: $3,075,000. TERMS: Cash or equivalent. STATISTICS: 76.0 route miles; width varies from 20 to 200 feet wide, averages at 100 feet; approximately 933 acres. GRADE: Averages at 0.5% or less on most of the line except in the Tacoma Junction to Midland portion where the elevation rises 380 feet, a 3.5% grade. COMMODITIES: Major commodities include building materials and siding, food stuffs, aircraft parts, and timber products. Shippers include Boeing Company, James Hardie Building Products, Spannaway Lumber Company, Rainier Veneer, and GFN Utilization and Marketing. They are all from the Frederickson (Frederickson Junction), area of unincorporated urban Pierce County. Car loads are 25 to 30 per week and are expected to double giving a per year estimate of 2,600 to 3,120. CONNECTIONS: At Tacoma Junction/Fife, the line connects with Union Pacific Railroad, (UP). The line connects with the sales Frederickson to Morton line at Frederickson Junction. At Chehalis the line connects with Burlington Northern Santa Fe and the ex Curtis, Milburn and Eastern Railroad, (owned by the Port of Chehalis and operated by Puget Sound and Pacific Railroad). UNIT PRICE: $30,263/mile after adjusting for equipment, including locomotive and spares, and real estate, (shop and extra land in Thurston County). COMMENTS: The line is part of an operating shortline railroad, Tacoma Rail (TMRW). Part of TMRWs route system of 131.5 miles and operated as the Mountain Division. Maximum speed on the line is 25 MPH. The 54 mile Frederickson to Morton line was donated by Weyerhaeuser to the City of Tacoma in 1990. Its track was in poor condition. The City negotiated with Weyerhaeuser to acquire the 76.0 mile line from Tacoma Junction to Chehalis for $3,075,000 in 1995. The sale include 90 acres of light industrial land and a shop in Thurston County, plus an engine, parts and some rolling stock. YELM0003 David Evans and Associates,Inc. Page 32 i The sale of the line is a purchase of the right to continue to operate a railroad over an existing railroad corridor. In some portions of the corridor the right- of-way is held in fee simple. However in other portions of the corridor the right-of-way is held in easement for as long as railroad operations continue. Many of the deeds of the right-of-way transfer are reportedly vague in language as to whether they are fee simple title or a form of permitted use. Tacoma purchased the right-of-way, trackage, bridges, trestles and necessary property for operation of the rail line. Funds for the line acquisition came from the City of Tacoma, Port of Tacoma, State of Washington, Federal Railroad Administration and Boeing Company. The City of Tacoma have been successful in receiving over $5.0 million in grant funds from federal, state and local sources, to rehabilitate the lines. The ownership transfer was by quitclaim deed. As part of the acquisition Weyerhaeuser retained by deed restriction to common carrier operating rights over the line for their future log shipping needs. Additionally Weyerhaeuser reserved the first rights to repurchase for 20 years should the City of Tacoma decide to sell. If Weyerhaeuser declines the repurchase offer Tacoma may offer the railroad for sale in a rails to trails conversion. Freight traffic on the line includes aircraft parts (for Boeing), aggregate and forest products. Currently two excursion trains operate on the Mountain Division route system, the Mount Rainier Scenic Railroad, (Mineral to Eatonville Junction), and the Chehalis-Centralia Railroad Association at Chehalis. CONFIRMED: Dan Treat, Weyerhaeuser Company; Nancy Forester, City of Tacoma; Jim Jackson, WSDOT Freight Rail Program Engineer. YELM0003 David Evans and Associates,Inc. Page 33 CORRIDOR SALE NO. 4 DESCRIPTION: The corridor sale runs between Belmore and Gate, Thurston County, from railroad milepost (MP) 16.0 to MP 28.45. i SELLER: Burlington Northern Railroad Company, now Burlington Northern Santa Fe Railway Company (BNSF). BUYER: Thurston County. DATE: August 1996. SALE PRICE: $1,000,000. TERMS: Cash or equivalent. STATISTICS: 12.45 route miles; corridor/right-of-way width varies averaging at approximately 100 feet; approximately 242 acres. GRADE: Averages at 0.5% or less. CONNECTIONS: Now used as a recreational trail, the Gate-Belmore Trail, connecting urban areas of Thurston County with parks and other recreation areas. UNIT PRICE: $80,321/mile unadjusted. COMMENTS: A branch line sold off as part of BNSFs rationalization of low volume or non operating lines. The line has been rail banked and is being developed as the Gate-Belmore Tail, part of Thurston Countys rail to trails system. This sale was negotiated from two across the fence appraisals one for BNSF, the other for Thurston County. The agreed value was less than the two appraisals. Instead of agreeing to the abandonment of the corridor the Interstate Commerce Commission, now the Surface Transportation Board, issued a notice of Interim Trail Use/rail banked. The corridor/right-of-way may be reconveyed to a railroad in the event of the restoration of railroad service. This corridor links the urban trail system from Tumwater/Belmore, at the Kenneydell County Park with the south Thurston County communities of Gate and Rochester. The trail will offer access to the Black River and runs adjacent YELM0003 David Evans and Associates,Inc. Page 34 AGREEMENT FOR DONATION OF CERTAIN ASSETS, RIGHTS AND OBLIGATIONS OF THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY TO CITY OF YELM THIS AGREEMENT "A reement" entered into as of this k� NCYY ( g ) �is �day of 8ete�, 2000, between THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY, a Delaware corporation ("BNSF"), and The City of Yelm, a municipality in the the State of Washington("City"). WHEREAS, BNSF desires to donate and convey to City, on the terms and conditions set forth in this Agreement,BNSF's rail line and rail corridor ownership interests in its rail line segment between Milepost 20.99 in Roy,Washington,and Milepost 25.56 in Yelm, Washington(collectively, "Rail Line"),together with BNSF's rights to conduct rail freight transportation business on the Rail Line, and certain other rights and obligations as specified in this Agreement; and WHEREAS, City desires to accept this donation from BNSF, and to acquire the Rail Line, BNSF's rights to conduct rail freight transportation business on the Rail Line, and certain other rights and obligations as specified in this Agreement, pursuant to the terms and conditions set forth in this Agreement; 1 NOW, THEREFORE, City and, BNSF agree as follows: 1. Donation Conveyances and Assignments. (a) BNSF shall donate and convey to City, on the date of Closing (as defined later herein), by Quitclaim Deed delivered by BNSF to City on that date, all of BNSF's ownership interest in BNSF's Rail Line (except a retained license to operate over such portion of the track at and near Roy, Washington as is necessary or convenient to interchange rail traffic between City and BNSF at Roy, Washington), which shall include all rail corridor land between the endpoint Mileposts of the Rail Line and all improvements that are located thereon.__The Rail Line is described specifically in Attachment 1 to the Quitclaim Deed set forth as Exhibit A attached hereto,and made a part hereof. BNSF and City acknowledge that the Rail Line does not include the parcel of land in Yelm, Washington that is being conveyed by BNSF to City in a separate transaction following the date of this Agreement. (b) BNSF shall convey to City,effective on the date of Closing, BNSF's right to conduct rail transportation business on the Rail Line, subject to the terms and conditions set forth in this Agreement,the Quitclaim Deed, the Bill of Sale and/or any agreement assigned by BNSF to City by the terms of this Agreement. (c) BNSF shall con-rey to City, on the date of Closing,by delivering to City on the date of Closing a Bill of Sale identical in form to the Bill of Sale set forth as Exhibit B attached hereto, and made a part hereof, all of BNSF's ownership interest in all personal property that,on the date of the Closing, does not constitute improvements on the Rail Line,but which then are present on the real property comprising the Rail Line. This conveyance shall be subject to the terms and conditions set forth in this Agreement, the Bill of Sale, the Quitclaim Deed and/or any agreement 2 assigned by BNSF to City by the terms of this Agreement. (d) BNSF hereby assigns to City, effective on the date of Closing, subject to all terms and conditions set forth in this Agreement, the Quitclaim Deed, the Bill of Sale and/or any agreement assigned by BNSF to City by the terms of this Agreement, all assignable rights and obligations of BNSF to the extent such rights and obligations are effective after Closing, to the extent that they are related to the Rail Line and are set forth in any agreement identified on Exhibit C attached hereto and made a part hereof. City hereby accepts the assignment of all such rights and obligations of BNSF, effective on the date of Closing, in accordance with the terms of each applicable agreement and the terms of this Agreement. BNSF,and not City, shall be responsible for performing all of BNSF's duties in assigned agreements which are required to be performed on or before the date of Closing. City, and not BNSF, shall be responsible for performing all assigned duties in assigned agreements which are required to be performed after the date of Closing. City acknowledges that BNSF reserves,and City does not acquire, all rights and obligations set forth in any agreement identified in Exhibit C to the extent those rights or obligations are related to property owned by BNSF after Closing. If any contract is related to the Rail Line and is intended to be assigned by BNSF to City,in whole or in part,but inadvertently is not identified in Exhibit C, BNSF promptly shall provide to Cit; a copy of any such contract immediately upon locating it, and City, as of the date of its receipt of such copy, shall assume the rights and obligations in such contract to the extent they are related to the Rail Line. BNSF believes that Exhibit C is a complete or nearly complete list of all contracts related to the Rail Line that are intended to be assigned by BNSF to City. City shall make no claim against BNSF arising out of any failure to obtain a consent to assignment from any party to any agreement assigned by BNSF to City,in whole or in part. BNSF 3 does not believe that any consents to such assignments are necessary. 2. Conditions of Donation. City hereby accepts the following conditions to BNSF's donation of the Rail Line, and it's conveyance and assignment to City of other rights and obligations as described in Paragraph 1: (a) City accepts all transferred real property and personal property "AS IS, WHERE IS" and "with all faults." City acknowledges that certain track materials are missing from the Rail Line and that it cannot support train operations until certain repairs are made. (b) Commencing at 12:01 a.m. on the date following Closing, and continuing thereafter, City shall assume all common carrier obligations related to the Rail Line. (c) City shall take all actions and execute all documents that may be necessary or helpful in connection with BNSF's charitable donation tax deduction for donation of the Rail Line, including City executing the Donee Acknowledgment section of Internal Revenue Service Form 8283. (d) City shall pay all costs of Closing (except BNSF's cost of preparation of documents to be delivered at Closing), including, but not limited to, any escrow and service fees,real estate transfer taxes,excise taxes,recording fees and sales taxes associated with this Agreement or any of the conveyances governed by this Agreement. 4 3. Government Approval. City, at its sole expense, shall prepare and file such documents as may be required to secure approval, or exemption from approval, of this transaction by the federal Surface Transportation Board ("STB"). City shall make all reasonable efforts to obtain this approval or exemption in time for this transaction to close on November 16, 2000. City shall permit BNSF to review prior to filing all documents proposed by City to be filed with the STB or any court to secure legal approval or exemption of this transaction. 4. Representations and Warranties. (a) BNSF hereby represents and warrants to City, and City's successors and assignees, the following facts, as of the date of this Agreement and as of the date of Closing: (1) BNSF is a corporation duly organized,validly existing, and in good standing under the laws of the State of Delaware, and is qualified to do business as a foreign corporation in the State of Washington. (2) BNSF has the corporate power and authority to enter into this Agreement and carry out its obligations under this Agreement; (3) The execution, delivery and performance of this Agreement have been duly authorized and approved by all necessary corporate actions of BNSF, and no further corporate proceedings of BNSF are required to complete the transactions covered by this Agreement; (4) All of BNSF's obligations set forth in this Agreement constitute legal, valid 5 and binding obligations of BNSF which are enforceable against BNSF in accordance with their terms,except to the extent enforcement may be limited by bankruptcy, insolvency or reorganization law; (5) There is no provision in the Certificate of Incorporation or By-Laws of BNSF which prohibits the execution of this Agreement or consummation of the transactions covered by this Agreement; and (6) No representation or warranty by BNSF in this Agreement contains any untrue statement of a material fact, nor omits any material fact that is necessary to make any representation or warranty not materially misleading. (b) City hereby represents and warrants to BNSF, and all successors and assignees of BNSF, the following facts, as of the date of this Agreement and as of the date of Closing, except where specifically noted to be as of the date of Closing only: (1) City is municipality duly organized, validly existing and in good standing under the laws of the State of Washington; (2) City is a qualified donee within the meaning of Section 170(c)(1) of the Internal Revenue Code of 1986, as amended; 13) City has all requisite business authority to purchase BNSF's rights and properties which are conveyed to City by this Agreement; to enter into this Agreement; to conduct rail freight transportation business on the Rail Line (as of the date of Closing only);and to perform all of City's obligations under this Agreement; (4) The execution of this Agreement and consummation of the transactions which 6 are a part of this Agreement have been duly authorized and approved by all necessary actions by City, and immediately upon execution of this Agreement by City's authorized representative, all of City's obligations set forth in or referenced in this Agreement shall constitute legal, valid and binding obligations of City, or City's successors or assignees, which obligations are enforceable against City in accordance with their terms, except to the extent enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors'rights generally and the application of general principles of equity; (5) There is no provision in the Charter of City,or any applicable law,ordinance or regulation, that prohibits the City's execution of this Agreement or it's consummation of the transactions covered by this Agreement; (6) As of the date of Closing only, City shall have obtained all legal authority which is necessary to enable City lawfully to conduct rail freight transportation operations over the Rail Line as a common carrier, commencing at 12:01 a.m. on the day following the date of Closing; and (7) No representation or warranty by City in this Agreement contains any untrue statement of a material fact,nor omits any material fact that is necessary to make any representation or warranty not materially misleading. 5. Inspection and Condition of the Rail Line. (a) By signing this Agreement, City acknowledges that City has inspected the 7 Rail Line, including all improvements and structures on the Rail Line, and all land to be conveyed as part of this transaction. City further acknowledges that: (i) except as set forth in this Agreement, no representation has been made by BNSF to City concerning the state or condition of the Rail Line, or the age of any improvements on the Rail Line; (ii) City has not relied upon any statement or declaration of BNSF, oral or in writing,as an inducement to entering into this Agreement,other than as stated in this Agreement; and(iii) all terms of this transaction are set forth in this Agreement. (b) BNSF HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AS TO THE DESIGN OR CONDITION OF THE RAIL LINE, ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, THE QUALITY OF THE MATERIAL OR WORI{MANSHIP OF THE RAIL LINE, OR THE CONFORMITY OF THE RAIL LINE TO ITS INTENDED USES. BNSF SHALL NOT BE LIABLE TO CITY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT)WITH RESPECT TO THE DESIGN, CONDITION, QUALITY, SAFETY, MERCHANTABILITY,OR FITNESS FOR ANY PARTICULAR PURPOSE, OF THE RAIL LINE, OR THE CONFORMITY OF THE RAIL LINE TO ITS INTENDED USES. BNSF DONATES AND CONVEYS, AND CITY ACCEPTS, THE RAIL LINE IN "AS IS, WHERE IS" AND "WITH ALL FAULTS" CONDITION,AND SUBJECT TO ALL LIMITATIONS ON THE RIGHTS, INTEREST AND TITLE OF BNSF TO THE PROPERTY COMPRISING THE RAIL LINE. 6. Liability and Indemnity. (a) Cooperation in Defense. City and BNSF agree that, following the date of Closing, 8 they will cooperate as necessary in defense of any claim, demand,investigation or litigation arising out of the ownership or operation of the Rail Line. (b) Definition of Losses. In this Agreement, the term "Losses" shall include all costs, expenses, fees or liabilities of, or in any way related to: (i) any violation of law or regulation, (ii) any damage to property,the environment or natural resources, (iii)any bodily injury or death of any person, or (iv) the breach of any contract, including this Agreement to the extent set forth in this Agreement. "Losses" shall include,but not be limited to, all costs of claims, activities in response to enforcement,costs ofinvestigation and remediation,damages,judgments,awards,orders,decrees, payments,fines,penalties,assessments,court costs,and attorney,consultant and expert witness fees, and shall include cost recovery or contribution claims made pursuant to CERCLA or similar federal or state laws. (c) General Liability and Indemnity. (1) BNSF's General Liability and Indemnity. Except as provided in Paragraph 6(d)of this Agreement, BNSF shall be responsible for, and shall indemnify, defend and hold harmless City fully against, all Losses which: (i) arise out of BNSF's ownership or operation of the Rail Line, prior to the date of Closing; or (ii) result from any breach by BNSF of any represewations or warranties of BNSF that are set forth in this Agreement, or any failure by BNSF to perform any obligations of BNSF under this Agreement. (2) City's General Liability and Indemnity. Except as provided in Paragraph 6(d) of this Agreement, and further except for Losses resulting from one or more representations or warranties of BNSF as set forth in this Agreement 9 containing any untrue or materially misleading statement of a material fact, or omitting any material fact that is necessary to prevent that representation or warranty from being materially misleading, City shall be responsible for, and shall indemnify, defend and hold harmless BNSF fully against, regardless of any negligence of BNSF, all Losses which: (i) arise out of City's ownership or operation of the Rail Line after 12:01 a.m. on the day following the date of Closing; (ii) result from any breach by City of any of its representations or warranties set forth in Paragraph 4(b) of this Agreement,or any failure by City to perform any of its obligations under this Agreement; (iii) result from claims of third parties caused by City's nonperformance or required performance under any contract, lease, permit, license, easement or commitment relating to the Rail Line, if that contract, lease,permit, license, easement or commitment is identified in Exhibit C, or City has notice by BNSF of it and such contract, lease, permit, license, easement or commitment was intended to be assigned to, and assumed by, City at Closing; and (iv) are proximately caused, to any extent, by the activities, operations or presence of City or any of its agent., contractors, representatives,permittees or invitees, or any of their employees, who are on or near the Rail Line. (d) Environmental Liability and Indemnity. (1) City's Acknowledgments with Respect to the Rail Line. City acknowledges that BNSF has provided City with full access to inspect the Rail Line. 10 (2) BNSF's Environmental Liability and Indemnity. Notwithstanding any other liability or indemnification provision in this Agreement, BNSF shall be responsible for, and shall indemnify, defend and hold harmless City (including its successors and assignees)fully against,Losses incurred due to any claim, demand or litigation,to the extent it is based on any violation or requirement of any applicable environmental statute, ordinance, rule, regulation, order or decision(collectively, "Environmental Laws"), and the Losses arise from: (i)any chemical,material or substance that is now, or at the time in question is, regulated or governed by any law, the release of which creates any liability under any applicable law;or(ii)any other material which, when released, would cause ecological damage in violation of any applicable Environmental Laws (items described by (i) or (ii) above are referenced hereinafter as "Hazardous Materials")located on,under or near the Rail Line,to the extent that such Losses: (A) were caused by one or more acts or omissions of BNSF that occurred prior to the date of Closing,and that could not have been discovered by City in a reasonable inspection of the Rail Lin-.; and (B) result from any written claim made by a party other than City, ("Claims") that is delivered to BNSF within one year following the date of Closing; and (C) exceed$10,000 in the aggregate in that year. (3) City's Environmental Liability and Indemnity. As a condition of BNSF's 11 donation of the Rail Line, and notwithstanding the liability and indemnity provisions set forth in Paragraph 6(c) of this Agreement, City shall be responsible for, and shall indemnify, defend, and hold harmless BNSF fully against, regardless of any negligence of BNSF, Losses incurred due to any claim, demand or litigation, to the extent it is based on any violation or requirement of any applicable environmental statute, ordinance, rule, regulation, order or decision, and the Losses arise from any Hazardous Materials located on, under or near the Rail Line, to the extent that such Losses either: (A) resulted from any cause or causes that were not the result of one or more acts of BNSF that occurred prior to the date of Closing which could not have been discovered by City in a reasonable inspection of the Rail Line; or (B) were caused by one or more acts of BNSF that occurred prior to the date of Closing which could not have been discovered by City in a reasonable inspection of the Rail Line, and result from a Claim delivered to BNSF within one year following+-he date of Closing,but only up to $10,000 in the aggregate in that year; or (C) do not result from a Claim that is delivered to BNSF within one year following the date of Closing. (4) Arbitration of Allocation of Liability Between City and BNSF. Any dispute between City and BNSF as to allocation between them of Losses for which 12 both City and BNSF are responsible under the terms of this Paragraph 6 shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association, or with the rules of such other alternative dispute resolution service as BNSF and City may agree. (5) City To Comply With Hazardous Materials Laws. City agrees to comply with all applicable federal, state and local laws, regulations and rules concerning handling and disposal of Hazardous Materials in connection with City's ownership of, and activities on and-near, the Rail Line. (6) Liability Remedies and Obligations Are Exclusive. City and BNSF agree that the remedies and obligations set forth in this Paragraph 6 shall be exclusive remedies and obligations of each one to the other with respect to any Losses relating to the release or existence of Hazardous Materials on or near the Rail Line. (e) BNSF to Deliver Certain Property Records to City. BNSF shall make good faith efforts to deliver to City, at or before the date of Closing, originals or copies of whatever records, prints, archival information, or other evidence that BNSF locates in a reasonable search of BNSF's records,which bears upon the use of,maintenance,or title to the real e�Atate comprising the Rail Line. If, at any time after Closing, BNSF locates any other documents which bear upon the use of, maintenance, or title to any such real estate, BNSF promptly shall provide originals or copies of those documents to City. BNSF shall indemnify and hold harmless City against any and all Losses that City incurs that result from BNSF not having delivered any relevant and necessary documents which bear upon the use of, maintenance, or title to any such real estate at or before Closing. 13 7. Assignment. Any assignee, including any successor in interest, of City's rights under or property acquired by this Agreement, must first assume in writing delivered to BNSF all of City's continuing and existing, or thereafter arising, obligations under this Agreement, and under any then effective contract assigned by BNSF to City, in whole or in part, in accordance with the terms of this Agreement. 8. Obligations are Continuing. The representations,warranties and obligations of BNSF and City in this Agreement are continuing and survive the Closing and delivery of the Quitclaim Deed. Terms of continuing obligations in this Agreement are subject to amendment only by a written contract signed by City and BNSF, or their respective successors or assignees. 9. Liens and Encumbrances. BNSF represents and warrants that,to BNSF's knowledge,BNSF has not caused or suffered, and will not cause or suffer prior to the date of Closing, any liens or encumbrances to secure the payment of a debt of BNSF to be filed against the Rail Line which would materially adversely affect City. BNSF represents and warrants that,to BNSF's knowledge,except for: (i)the lien of BNSF's General Lien Mortgage, dated November 10, 1896, between BNSF's predecessor, Northern Pacific Railway, and the Mercantile Trust Company, as supplemented, and (ii)the lien of BNSF's Consolidated Mortgage, dated March 3, 1970, between BNSF's predecessor, Burlington 14 Northern,Inc., and Morgan Guaranty Trust Company of New York, as supplemented(collectively, "Mortgages"), BNSF has not caused or suffered any lien or encumbrance to secure the payment of a debt of BNSF to be filed against BNSF's ownership interest in the Rail Line, and BNSF warrants that the liens of the Mortgages will not materially adversely affect City. BNSF will deliver to City, within a year following Closing, an executed release of BNSF's ownership interest in the Rail Line from the liens of the Mortgages. Until such releases are delivered to City, BNSF shall indemnify City against any Losses that City incurs after Closing that result from BNSF not having delivered such executed releases to City. City agrees to take title totheRail Line assets and ownership interests conveyed by the terms of this Agreement subject to all liens and encumbrances on those assets and ownership interests. 10. Pending Public Works Projects. BNSF has no knowledge of any pending government funded public works projects on the Rail Line. 11. City to Offer to Hire BNSF's Qualified Employees. City shall consider for initial employment in op..;aating and maintaining the Rail Line any of BNSF's employees who are eligible to work on the Rail Line on the date of this Agreement. City shall give priority hiring consideration for any such positions to such employees of BNSF who are represented by the Brotherhood of Maintenance of Way Employees. City shall offer to hire for any such positions at salary levels and other terms and conditions of employment that are determined by City to be appropriate, all of those employees who City, in its sole discretion, determines to be 15 best qualified and needed. City promptly shall notify BNSF of the name of each of BNSF's current employees who City offers to hire, and also the name of each of these employees who City actually hires. City shall assume a neutral stance in any Brotherhood of Maintenance of Way Employees union organizing effort. 12. Closing. (a) The closing("Closing")of this transaction shall occur on November 16,2000, or another date mutually agreed by the parties in writing. (b) At Closing, BNSF shall deliver to City the following documents: (1) An original executed, attested and notarized Quitclaim Deed to the Rail Line in exact form as the Quitclaim Deed attached hereto as Exhibit A; and (2) An executed Bill of Sale in exact form as the Bill of Sale attached hereto as Exhibit B. (c) At or before Closing, Shortline shall deliver to BNSF copy of City's City Code, and any applicable Sections from the Revised Code of Washington, as adopted by reference by the City in the City Code. 13. Proration. Prepaid rentals, utilities, and other income or fees attributable to the Rail Line interests to be transferred by BNSF to City, under the terms of this Agreement shall be prorated between BNSF and City in such manner as to allocate to BNSF all income and expenses attributable 16 to the Rail Line that has been received,or for which bills have been received,on or prior to the date of Closing; and to allocate to City all income and expenses attributable to the Rail Line that is received, or for which bills are received, after the date of Closing. BNSF shall be responsible for all real estate taxes applicable to the Rail Line through the date of Closing. City shall be responsible for any taxes applicable to City as owner of the Rail Line after the date of Closing. 14. Interchange. (a) City and Railway may interchange rail freight traffic, cars and locomotives to and from each other on tracks on the northeastern end of the Rail Line,at Roy, Washington. The track or tracks used for this interchange shall be known as the "Interchange Track." (b) Cars and their contents that are delivered by one party to the other on the Interchange Track shall be deemed to be in the possession of the receiving party as of the time they are placed on the Interchange Track and uncoupled from the delivering party's train or engine,except that if any such car is rejected by the receiving party under the Interchange Rules of the Association of American Railroads ("AAR") or any successor rules, the refused car shall be deemed to remain in the possession of the delivering party until that car is accepted by the receiving party. 15. Car Hire Costs. The party in possession of any car shall be responsible for all car hire costs,per diem expenses and mileage allowances payable with respect to such car, for any per diem charges for trailers or containers carried by such car, or for any equipment use charges applicable to any RoadRailer equipment or similar carless intermodal technology. 17 16. City and BNSF to Publish Combination Rates to and From Roy, Washington. BNSF may establish combination rates to and/or from Roy, Washington, as appropriate,to handle rail freight traffic interchanged between BNSF and City at Roy, Washington. City may establish combination rates to and/or from Roy, Washington, as appropriate,to handle the rail freight traffic that originates or terminates on the Rail Line. 17. Time is of the Essence. Time is of the essence in this Agreement. 18. Transfer of Operations. All responsibility and authority for conducting rail operations on the Rail Line shall be transferred from BNSF to City at 12:01 a.m. on the day following the date of Closing. 19. Transfer of Liabilities; Payment of Charges. For the period before and including the day of Closing, BNSF shall be responsible for: (a)all common carrier rail operations, includir car supply,on the Rail Line; (b)any freight loss and damage claims attributable to rail operations over the Rail Line; and(c)all car accounting and all car hire and car mileage allowance payments relating to rail operations over the Rail Line. At and after 12:01 a.m. on the day following the date of Closing, City shall be responsible for: (d) all common carrier rail operations, including car supply, on the Rail Line; (e) any freight loss and damage claims attributable to rail operations over the Rail Line; and (f) all car accounting and all 18 car hire and car mileage allowance payments relating to rail operations over the Rail Line. 20. Electronic Data Interchange. Within six months following the month in which City and BNSF interchange any freight cars at Roy, Washington, City must have the ability to send and receive electronically waybills, advanced consists, and bills of lading; as well as Train II reports and passing/placement reportings for performance purposes. Transaction reporting should be at industry standard levels or one level behind. 21. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. 22. Effect of Waiver. Any waiver by any party to this Agreement, or failure by any such party to insist upon full and complete performance by any other party to this Agreement of its obligations set forth in this Agreement, shall not constitute a waiver or release of such party's right to insist upon full and complete performance of any other obligations in this Agreement, or a waiver or release of such party's right to insist upon full and complete performance of the obligations that were waived or not enforced for periods prior to, or following, the waiver or failure to insist upon full and complete performance. This Agreement shall be amended or modified only by written agreement signed by all three parties hereto. 19 23. Notices. All notices and other communications under this Agreement shall be in writing and deemed properly served if delivered by hand to the party addressed or, if mailed, when received by the United States Postal Service in registered or certified mail, postage prepaid, or, if sent by a national overnight service, when received by the carrier service in a prepaid mailer, return receipt requested, addressed as follows: BNSF: Mr. Jerome M. Johnson Assistant Vice President Shortline Development The Burlington Northern and Santa Fe Railway Company 2600 Lou Menk Drive Fort Worth, Texas 76131 City: Ms. Shelly Badger City Administrator, City of Yelm 105 Yelm Avenue West P.O. Box 479 Yelm, Washington 98597 Either party hereto may change its address or addressee to which notices are to be given by providing written notice of the change to the other party. 24. Confidentiality. Except to the extent that the terms of this Agreement are required to be disclosed by the STB, by order of any court of competent jurisdiction or any governmental agency, or by laws or regulations applicable to the City entering into this transaction, each party to this Agreement shall 20 not disclose the contents of this Agreement to any other party, without the prior written consent of the other parties to this Agreement. Any party who learns of any of the terms of this Agreement shall be required by the party to this Agreement who is disclosing the information not to disclose those terms to any other party without the prior written consent of both parties to this Agreement. 25. Entire Agreement; Integration of Agreement. This document, together with all Exhibits attached hereto, constitutes the entire agreement between City, BNSF and Railway relating to this transaction. Any other prior or contemporaneous agreements,understandings,representations or statements,whether oral or written, relating to this transaction are merged herein. The headings and titles to provisions in this Agreement are for convenience only,and shall not be deemed to modify or affect the rights or duties of City or BNSF. All rights and obligations of City and BNSF set forth in this Agreement,or in any Exhibit attached hereto, are integral parts of this Agreement. The parties agree that the terms herein have been arrived at by mutual negotiation and that no terms herein shall be presumptively construed against either party regardless of who drafted it in the first instance. 21 IN WITNESS WHEREOF, authorized representatives of City and BNSF have executed this Agreement as of this ,(qday of November, 2000. THE BURLINGTON NORTHERN AND CITY OF YELM SANTA FE RAILWAY COMPANY By: By: Peter . Rickershauser 1( e Vice President Network Development N:Vaw.mkg\dww\contracts\yc1m donation4 22 Shelly Badger From: Taro Kusunose [kusunose@lasher.com] Sent: Wednesday, December 21, 2005 12:37 PM To: Shelly Badger Subject: Copy of letter to IRS --YRPL (BN audit) tt� SDOC2701.pdf(80 KB) Shelly: The documents we pulled are currently on their way to Jerry Huffman via certified mail. A copy of the coverletter is attached to this email for your reference. A copy of the entire packet is currently in the mail to you. When you have a chance, please review the packet and let us know if you are aware of any more correspondence that may have occurred between the City and BN. Please let me know if you have any questions or concerns. Thanks. Taro Taro Kusunose, Esq. Lasher Holzapfel Sperry & Ebberson, PLLC 2600 Two Union Square 601 Union Street Seattle, Washington 98101-4000 USA (206) 332-7551 Direct Dial (206) 624-1230 Switchboard (206) 340-2563 Fax kusunose@lasher.com Notice: This is a privileged and confidential electronic transmission intended only for the individual/entity named. If you received this transmission in error, please notify the sender by reply e-mail or by calling (206) 332-7551, and then delete the transmission without copying it. Thank you. 1 Page 1 of 1 Shelly Badger From: Taro Kusunose [kusunose@lasher.com] Sent: Wednesday, December 21, 2005 11:11 AM To: Shelly Badger Subject: YRPL BN audit Shelly: There are some things I need to advise you of. As you recall, the City ended up getting what ultimately became YRPL by purchasing some real estate and receiving a gift donation of the right of way. My recollection is that those were distinct transactions. So far, the IRS has asked us for information regarding the donation agreement, so we have only responded regarding the donation agreement. Now, some of the documents we are going to provide to the IRS (regarding the donation agreement) will also reference the sale transaction. I anticipate that the IRS will have much interest in how the sale transaction interplays with the donation transaction. I believe the concern is this: that BNSF shifted some of the value of its gift property to the sale property for tax purposes. If this is true, the IRS audit COULD get much bigger, and the City MAY get pulled into it more. If the $300K that the City paid for the real estate was fair market value for the property back in 2000, then the likelihood that this will get bigger is lessened. If it was not FMV, then the audit could get bigger. What has Allen Shedd said? I am sending a carefully prepared letter to the IRS with the documents today, but when you have some time, please let me know what your thoughts are on this. Thank you. Taro Taro Kusunose, Esq. Lasher Holzapfel Sperry& Ebberson, PLLC 2600 Two Union Square 601 Union Street Seattle, Washington 98101-4000 USA (206)332-7551 Direct Dial (206)624-1230 Switchboard (206)340-2563 Fax kusunose@lasher.com Notice: This is a privileged and confidential electronic transmission intended only for the individual/entity named. If you received this transmission in error,please notify the sender by reply e-mail or by calling(206)332-7551,and then delete the transmission without copying it. Thank you. 1/3/2006 Shelly Badger From: Taro Kusunose [kusunose@lasher.com] Sent: Wednesday, December 21, 2005 10:21 AM To: Shelly Badger Subject: RE: YRPL Shelly: I am sending it to the Jerry Huffman, and will cc you. Please note that I will be informing Mr. Huffman by coverletter that the Donation agreement (which he is interested in) occurred alongside a purchase transaction (of real estate) , but that the transactions were in fact separate deals under separate agreements (which they were) . Also, I assume that we have all of the copies of the correspondence between the City and BN on the donation deal, but when you take a quick look at the packet, if you note that something is clearly missing, please let me know and I will enlist your help to supplement our submission. I will reserve our right to supplement if we find anything else. Please let me know if you have any questions or concerns. Thanks. Taro Taro Kusunose, Esq. Lasher Holzapfel Sperry & Ebberson, PLLC 2600 Two Union Square 601 Union Street Seattle, Washington 98101-4000 USA (206) 332-7551 Direct Dial (206) 624-1230 Switchboard (206) 340-2563 Fax kusunose@lasher.com Notice: This is a privileged and confidential electronic transmission intended only for the individual/entity named. If you received this transmission in error, please notify the sender by reply e-mail or by calling (206) 332-7551, and then delete the transmission without copying it. Thank you. -----Original Message----- From: Shelly Badger [mailto:shellyb@ci.yelm.wa.us] Sent: Monday, December 19, 2005 4:34 PM To: Taro Kusunose Subject: RE: YRPL Is it coming to me or to the IRS contact? I am fine if you want to send it our behalf to the IRS and copy me with enclosures, then I am out of the "middle man" loop. I will be on vacation starting 12-21 and returning on 1-3, so would prefer it not sitting in my in-box. Thank you, Shelly Shelly Badger Yelm City Administrator shellyb@ci.yelm.wa.us P.O. Box 479 Yelm, WA 98597 360-458-8405 -----Original Message----- From: Taro Kusunose [mailto:kusunose@lasher.com] Sent: Monday, December 19, 2005 3:56 PM To: Shelly Badger Subject: YRPL Hi Shelly: I need to bring you up to speed. Sorry. The correspondence for the BNSF 1 project was pulled and copied. I will get them out of here today. I got a couple of messages from Dana, so I will email her back right now. Sorry again about the delay. Taro Taro Kusunose, Esq. Lasher Holzapfel Sperry & Ebberson, PLLC 2600 Two Union Square 601 Union Street Seattle, Washington 98101-4000 USA (206) 332-7551 Direct Dial (206) 624-1230 Switchboard (206) 340-2563 Fax kusunose@lasher.com Notice: This is a privileged and confidential electronic transmission intended only for the individual/entity named. If you received this transmission in error, please notify the sender by reply e-mail or by calling (206) 332-7551, and then delete the transmission without copying it. Thank you. -----Original Message----- From: Shelly Badger [mailto:shellyb@ci.yelm.wa.us] Sent: Monday, December 19, 2005 3:53 PM To: Taro Kusunose Subject: RE: Lightning struck twice. . . . Taro, congratulations! I am proud to be working with you on Yelm rail issues. Have a wonderful holiday season. Shelly Shelly Badger Yelm City Administrator shellyb@ci.yelm.wa.us P.O. Box 479 Yelm, WA 98597 360-458-8405 -----Original Message----- From: Taro Kusunose [mailto:kusunose@lasher.com] Sent: Monday, December 05, 2005 7:39 PM To: Taro Kusunose Subject: Lightning struck twice. . . . Dear Friends and Colleagues: For the second year in a row, I have had the honor of being selected a "Washington Law & Politics Rising Star" attorney by my peers (criteria: 2.5% of WA attorneys; under 40 years old or up to 10 years in practice) . A copy of my profile, as it appeared in the magazine, is attached. I don't know if I'll be so lucky as to ever get a third, so I'm staking claim right now to my 15 seconds of fame. This is possible only because of the tremendous support from all of you over the years. Thank you. Taro 2 Message Page 1 of 2 Shelly Badger From: Taro Kusunose [kusunose@lasher.com] Sent: Tuesday, December 06, 2005 11:10 AM To: Shelly Badger Subject: RE: YRPL Shelly: Sounds good on the recording. We will efficiently put the correspondence packet together and get it to you. Taro Taro Kusunose, Esq. Lasher Holzapfel Sperry & Ebberson, PLLC 2600 Two Union Square 601 Union Street Seattle, Washington 98101-4000 USA (206)332-7551 Direct Dial (206)624-1230 Switchboard (206)340-2563 Fax kusunose o,lasher.com Notice: This is a privileged and confidential electronic transmission intended only for the individual/entity named. If you received this transmission in error,please notify the sender by reply e-mail or by calling(206)332-7551,and then delete the transmission without copying it. thank you. From: Shelly Badger [mailto:shellyb@ci.yelm.wa.us] Sent: Friday, December 02, 2005 4:17 PM To: Taro Kusunose Subject: RE: YRPL Taro, well finally a response from me! We are currently in the process of working with our city attorney on getting the quit claim deeds recorded, however, are planning to try it first without pulling a title report. I will let you know how it goes. Also, I heard back from the IRS this week in response to our letter transmitting the sale/donation documents. They have accepted our suggestion that instead of providing them with ALL internal correspondence related to the Yelm ROW, that we instead send them only the correspondence with BNSF regarding the property. I will fax you a copy of the letter. Is this something that you can pull together for the City? I would feel more comfortable in you knowing what is appropriate correspondence to release. We ended up with about 4" of snow yesterday and last nite. Very pretty here, but made we want to be in a cabin in the mountains on vacation! Have a great weekend. Shelly Shelly Badger Yelm City Administrator shellyb@ci.yelm.wa.us P.O. Box 479 Yelm, WA 98597 360-458-8405 -----Original Message----- From: Taro Kusunose [maiIto:kusunose@lasher.com] Sent: Thursday, December 01, 2005 2:47 PM To: Shelly Badger Subject: YRPL 12/19/2005 Message Page 2 of 2 Hi Shelly: The snow is not sticking up here, but I bet things are different where you are. Stay safe. We keep missing each other on the YRPL follow up issues. We really need to get the deeds recorded. Please call when you can. Thanks. Taro Taro Kusunose, Esq. Lasher Holzapfel Sperry& Ebberson,PLLC 2600 Two Union Square 601 Union Street Seattle, Washington 98101-4000 USA (206)332-7551 Direct Dial (206)624-1230 Switchboard (206)340-2563 Fax kusunose@lasher.com Notice: This is a privileged and confidential electronic transmission intended only for the individual/entity named. If you received this transmission in error,please notify the sender by reply e-mail or by calling(206)332-7551,and then delete the transmission without copying it. Thank you. 12/19/2005 OF THF A,Q9� Ci�yof Yelm a �+ 105 Yelm Avenue West P.O. Box 479 YELM Yelm, Washington 98597 WASNINOTON (360) 458-3244 November 8, 2005 Jerry L. Huffman (43-16027) Senior Team Coordinator Internal Revenue Service 5800 East Bannister Road Room 325 Kansas City, MO 64134 Re: Exam 1773: The Burlington Northern& Santa Fe RailwaCompany Dear Mr. Huffman: This letter is written in response to your September 19, 2005 letter regarding the BNSF examination. The City of Yelm's (the "City")responses to your questions are as follows: 1. BNSF's rail corridor ownership interests in its then rail line segment between approximately Milepost 20.99 in or near Roy, Washington, and approximately Milepost 25.56 in or near Yelm, Washington(hereinafter the "Right of Way") was transferred to the City on November 16, 2000. The transfer was by quit claim deed which, it appears, we have not yet recorded. 2. The City sought the Right of Way in order to help preserve the vitality of businesses along the Right of Way, and also to help encourage other businesses to relocate to the area. The development of commuter rail and other passenger uses of the Right of Way have also been examined. Uses of the Right of Way continue to be explored. 3. No, the City did not provide anything to BNSF in return for the donation. Note that BNSF did retain a license over such portion of the Right of Way as needed to interchange BNSF's rail traffic. 4. The transfer was by quitclaim deed. The City therefore acquired a fee simple absolute interest in the Right of Way only to the extent that BNSF held the Right of Way in fee simple absolute. A copy of the November 16, 2000 Agreement for the Donation of Certain Assets, Rights and Obligations of The Burlington Northern and Santa Fe Railway Company to City of Yelm(the "Donation Agreement"), and the executed quitclaim deed, are enclosed for your reference. The City of Yelm is an Equal Opportunity Provider November 8, 2005 Jerry L. Huffman Internal Revenue Service Page 2 5. The Right of Way is still owned by the City. 6. As an initial submission, copies of the Donation Agreement, the quitclaim deed for the donation of property and the quitclaim deed for the sale of some property are all enclosed. Additional documents will be provided based upon the response to the following. We respectfully request that your request for"any and all correspondence you have regarding this property"be more narrowly restated. Internal correspondence regarding the Right of Way, its uses, etc. may have begun at the City more than a year before the transfer date, and it has now been approximately 5 years since the transfer date. We believe that a copy of"any and all correspondence . . . regarding this property"would be too voluminous to make sense for your office, even excluding attorney-client privileged materials. Compliance with such a request would also take an unreasonable effort on the part of the City. If"any and all correspondence with BNSF regarding this property" will suffice,this can be prepared and provided to you within a reasonable period of time. Please advise. Please let us know if you have any questions or concerns. We look forward to your response. Thank you. Sincerely, Shell Bad ger Y City Administrator City of Yelm DIRECT LINE:(360)-458-8405 EMAIL: sheilybeci.yelm.wa.us Enclosures cc: Carl J. Long, Director of Taxes, BNSF Corporation 4 ` QUITCLAIM DEED THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY, a Delaware corporation, Grantor, hereby donates, conveys and quitclaims to Grantee, CITY OF YELM, a municipality in the State of Washington,without any covenants of warranty whatsoever and without recourse to Grantor, its successors or assignees, all of Grantor's rights,title and interest, if any, in real estate and improvements constituting Grantor's rail corridor between Milepost 20.99, in Roy, Washington, and the southwestern end of this rail line corridor at or near Milepost 25.26, in Yelm, Washington, which real estate and improvements are situated in Pierce and Thurston Counties, Washington, the boundaries of which are more particularly described in Attachment 1, attached hereto (hereinafter"Premises"). SUBJECT,however,to all existing interests in the Premises,including but not limited to all reservations,easements and other encumbrances,of record or otherwise. EXCEPTING AND RESERVING unto Grantor,its successors and assignees, a license for 99 years (or until any earlier date on which all rail service is abandoned on the rail line on the Premises),to operate over such portion of track on the Premises at or near Roy, Washington as is necessary or convenient to interchange rail traffic between Grantor and Grantee, or Grantee's successor or assignee. THE BURLINGTON NORTHERN AND SANTA FE- RAILWAY FRAILWAY COMPANY By: �Z.W&D Peter . Rickershauser Vice President-Network Development PO R R'�r�T =o:• ;�•=�4TTEST: _RSEAQ, By: Assistant Secretzlo AW0& ""fill 11111%0k N:Uaw.mk&wWk4Wtnacu\yclm quitclaim dcad —2— STATE OF TEXAS } ss. COUNTY OF TARRANT ) On this 4c",day of November,2000,before me,the undersigned,a Notary Public in and for the State of Texas,duly commissioned and sworn,personally appeared Peter J. Rickershauser,Vice President, Network Development, and an Assistant Secretary, respectively, of The Burlington Northern and Santa Fe Railway Company,the corporation that executed the foregoing instrument, and acknowledged the execution thereof to be the free and voluntary act and deed of such officer and the voluntary act and deed of said corporation, for the uses and purposes therein mentioned,and on oath stated that they are authorized to execute the foregoing instrument and that the seal affixed in the corporate seal of said corporation. Witness my hand and official seal affixed the day and year first above written. 1 SKAR0�{ OSSIS Notary Public t STA11 OF TEXAS C,.W.09itsl200 My commission expires:Q /S 0� -3- F a ATTACHEMENT 1 THE REAL ESTATE AND IMPROVEMENTS THAT CONSTITUTES THAT PORTION OF THAT CERTAIN LINE OF RAILROAD DESIGNATED IN THE RECORDS OF THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY'S (FORMERLY NORTHERN PACIFIC RAILWAY COMPANY) AS THE LAKE VIEW SUBDIVISION, CONNECTING ROY (NEAR MILE POST 20.99) TO YELM (NEAR MILE POST 25.56), WASHINGTON, THE REAL ESTATE VARYING IN WIDTH ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS SECTIONS 4, 9 AND 16, ALL IN TOWNSHIP 17 NORTH, RANGE 2 EAST OF THE WILLAMETTE MERIDIAN, PIERCE COUNTY, WASHINGTON, AND SECTIONS 16, 17, 19 AND 20, ALL IN TOWNSHIP 17 NORTH, RANGE 2 EAST, W. M., THURSTON COUNTY, WASHINGTON, MORE PARTICULARLY DESCRIBED AS FOLLOWS,TO-WIT: PIERCE COUNTY ALL THAT PORTION OF SAID RAILWAY COMPANY'S 100.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 50.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE SEVNEI/a AND THE SEI/a OF SAID SECTION 4, THE NEl/4NWI/4NEI/a OF SAID SECTION 9, AND THE WESTERLY THREE-FOURTHS OF THE ISAAC BASTIAN DONATION LAND CLAIM NO. 39, IN SAID SECTION 9, BOUNDED ON THE NORTH BY THE NORTH LINE OF SAID SEV4NEI/<, AND BOUNDED ON THE SOUTH BY THE SOUTHWESTERLY BOUNDARY OF SAID ISAAC BASTIAN DONATION LAND CLAIM NO. 39;ALSO, AN ADDITIONAL STRIP 30 FEET IN WIDTH ON EACH SIDE OF, PARALLEL WITH AND ADJACENT TO THE SOUTHERLY 1400 FEET OF THE HEREINABOVE DESCRIBED 100.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING THE SAME PROPERTY DESCRIBED -IN WARRANTY DEED FROM HENRY MURRAY, ET UX TO THE NORTHERN PACIFIC RAILWAY COMPANY FILED FOR RECORD SEPTEMBER 6, 1902 IN BOOK 186 OF DEEDS,PAGE 571 IN AND FOR SAID COUNTY;ALSO, ALL THAT PORTION OF SAID RAILWAY COMPANY'S 400.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 200.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS GOVERNMENT LOTS 1 AND 2 OF SAID SECTION 9, AND THE NV2 OF SAID SECTION 16, BOUNDED ON THE NORTHEAST BY THE SOUTHWESTERLY BOUNDARY OF SAID ISAAC BASTIAN DONATION LAND CLAIM NO. 39, IN SAID SECTION 9, AND BOUNDED ON THE SOUTHWEST BY THE CENTER OF NISQUALLY RIVER, ALSO BEING THE SOUTHERLY BOUNDARY OF PIERCE COUNTY. •r a e THURSTON COUNTY ALL THAT PORTION OF SAID RAILWAY COMPANY'S 400.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 200.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS GOVERNMENT . LOT 1 OF SAID SECTION 16, BOUNDED ON THE NORTHEAST BY THE CENTER OF NISQUALLY RIVER, ALSO BEING THE NORTHERLY BOUNDARY OF THURSTON COUNTY, AND BOUNDED ON THE SOUTHWEST BY THE WEST LINE OF SAID SECTION 16; ALSO, ALL THAT PORTION OF SAID RAILWAY COMPANY'S 200.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 100.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS GOVERNMENT LOTS 4 AND 9 AND THE SWI/4NEI/< OF SAID SECTION 17, BOUNDED ON THE NORTHEAST BY THE EAST LINE OF SAID SECTION 17, AND BOUNDED ON THE SOUTHWEST BY THE SOUTH LINE OF SAID SWIANEI/a;ALSO, ALL THAT PORTION OF SAID RAILWAY COMPANY'S 100.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 50.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE NWIASE1/4 AND THE SWI/4 OF SAID SECTION 17, THE NWV4NW'/a OF SAID SECTION 20, AND THE NEI/4 AND THE SEI/iSEI/4NWI/4 OF SAID SECTION 19, BOUNDED ON THE NORTHEAST BY THE NORTH LINE OF SAID NWI/4SEy OF SECTION 17, AND BOUNDED ON THE SOUTHWEST BY THE SOUTH LINE OF SAID SEI/4SEI/4NWI/4 OF SAID SECTION 19;ALSO, A 30.0 FOOT WIDE CORRIDOR, BEING 15.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE SWIA OF SAID SECTION 19, BOUNDED ON THE NORTHEAST BY THE NORTH LINE OF SAID SW1/4, AND BOUNDED ON THE SOUTHWEST BY THE SOUTHWESTERLY BOUNDARY OF THE PLATTED PORTION OF YELM, WASHINGTON, SAID SOUTHWESTERLY BOUNDARY ALSO BEING THE NORTH!?.,.ASTERLY BOUNDARY OF THAT PORTION OF SAID RAILWAY COMPANY'S YELM TO TENINO, WASHINGTON BRANCH LINE RIGHT OF WAY CONVEYED TO THURSTON COUNTY, WASHINGTON BY QUITCLAIM DEED DATED AUGUST 14, 1996. QUITCLAIM DEED THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY, a Delaware corporation, Grantor, of 2500 Lou Menk Drive, Fort Worth, Texas 76131-2830, hereinafter called "Grantor", for and in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, in hand paid, conveys and quitclaims, without any covenants of warranty whatsoever and without recourse to the Grantor, its successors and assigns, to CITY OF YELM, a municipality in the State of Washington, hereinafter called "Grantee",all of its right, title and interest, if any, in real estate, subject however to all existing interests, including but not limited to all reservations, rights-of-way and easements, of record or otherwise, situated in Thurston County, State of Washington, hereinafter called "Property", together with all after acquired title of Grantor therein, described as follows: All that portion of The Burlington Northern and Santa Fe Railway Company's (formerly Northern Pacific Railway Company) 100.0 foot wide Roy to Yelm, Washington Branch Line right of way, now discontinued, being 50.0 feet wide on each side of said Railway Company's Main Track centerline, as originally located and constructed upon, over and across the SW '/4 of Section 19, Township 17 North, Range 2 East of the Willamette Meridian, Thurston County, Washington, bounded on the Northeast by the North line of said SW '/4, and bounded on the Southwest by the Southwesterly boundary of the platted portion of Yelm, Washington, said Southwesterly boundary also being the Northeasterly boundary of that portion of said Railway Company's Yelm to Tenino, Washington branch line right of way conveyed to Thurston County, Washington by quitclaim deed dated August 14, 1996, excepting therefrom, a 30.0 foot wide corridor, being 15.0 feet wide on each side of said Main Track centerline upon, over and across the SW '/4 of said Section 19. SUBJECT, however, to all existing interests, including but not limited to all reservations, rights-of-way and easements of record or otherwise. GRANTEE has/have been allowed to make an inspection of the Property and has knowledge as to the past use of the Property. Based upon this inspection and knowledge, GRANTEE is/are aware of the condition of the Property and GRANTEE ACKNOWLEDGES THAT GRANTEE IS/ARE PURCHASING THE PROPERTY IN AN "AS-IS WITH ALL FAULTS" BASIS WITH ANY AND ALL PATENT AND LATENT DEFECTS AND THAT GRANTEE IS/ARE NOT RELYING ON ANY REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER FROM GRANTOR AS TO ANY MATTERS CONCERNING THE PROPERTY, including the physical condition of the Property and any defects thereof, the presence of any hazardous substances, wastes or contaminants in, on or under the Property, the condition or existence of any of the above ground or underground structures or improvements in, on or under the Property, the I condition of title to the Property, and the leases, easements or other agreements affecting the Property. GRANTEE is/are aware of the risk that hazardous substances and contaminants may be present on the Property, and indemnifies, holds harmless and hereby waives, releases and discharges forever Grantor from any and all present or future claims or demands, and any and all damages, loss, injury, liability, claims or costs, including fines, penalties and judgments, and attorney's fees, arising from or in any way related to the condition of the Property or alleged presence, use, storage, generation, manufacture, transport, release, leak, spill, disposal or other handling of any hazardous substances or contaminants in, on or under the Property. Losses shall include without limitation (a) the cost of any investigation, removal, remedial or other response action that is required by any Environmental Law, that is required by judicial order or by order of or agreement with any governmental authority, or that is necessary or otherwise is reasonable under the circumstances, (b) capital expenditures necessary to cause the Grantor's remaining Property or the operations or business of the Grantor on its remaining Property to be in compliance with the requirements of any Environmental Law, (c) Losses for injury or death of any person, and (d) Losses arising under any Environmental Law enacted after transfer. The rights of Grantor under this section shall be in addition to and not in lieu of any other rights or remedies to which it may be entitled under this document or otherwise. This indemnity specifically includes the obligation of GRANTEE to remove, close, remediate, reimburse or take other actions requested or required by any governmental agency concerning any hazardous substances or contaminants on the Property. The term "Environmental Law" means any federal, state or local statute, regulation, code, rule, ordinance, order,judgment, decree, injunction or common law pertaining in any way to the protection of human health or the environment, including without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act,the Toxic Substances Control Act, and any similar or comparable state or local law. The term "Hazardous Substance" means any hazardous, toxic, radioactive or infectious substance, material or waste as defined, listed or regulated under any Environmental Law, and includes without limitation petroleum oil and any of its fractions. TO HAVE AND TO HOLD the Property unto the said Grantee, its successors and assigns, forever. 2 x.06. IN WITNESS WHEREOF, the said Grantor caused this instrument to be signed by its authorized representative, attested by its Assistant Secretary, and its corporate seal to be affixed hereto on the 14th day of November, 2000. THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY By: 15. P. Schneider Director Real Estate ATTEST: a2: . o iR E By. Patricia Zbichors yWN !AN A.�` Assistant Secretary STATE OF TEXAS § ss. COUNTY OF TARRANT § On this 1,f tA day of 2000 before me, the undersigned, a Notary Public in and for the State of Texas, duly commissioned and sworn, personally appeared D. P. Schneider and Margaret R. Aclin, to me known to be the General Director Real Estate and Assistant Secretary, respectively, of The Burlington Northern and Santa Fe Railway Company,the corporation that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they are authorized to execute the said instrument and that the seal affixed is the corporate seal of said corporation. Witness my hand and official seal hereto affixed the day and year first above written. ��,nrq NADINE M GRANDI Notary Public in and for the State of Texas Notary Public ' STATE OF TEXAS Residing at: Fort Worth, Texas a}44OF My Cantu. Exp,06/05/2004 My appointment expires: 3 V EXHIBIT "A" THAT PORTION OF THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY'S (FORMERLY NORTHERN PACIFIC RAILWAY COMPANY) 100.0 FOOT WIDE ROY TO YELM, WASHINGTON BRANCH LINE RIGHT OF WAY, NOW DISCONTINUED, BEING 50.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS THE SWI/4 OF SECTION 19, TOWNSHIP 17 NORTH, RANGE 2 EAST OF THE WILLAMETTE MERIDIAN, THURSTON COUNTY, WASHINGTON, BOUNDED ON THE NORTHEAST BY THE NORTH LINE OF SAID SWI/a, AND BOUNDED ON THE SOUTHWEST BY THE SOUTHWESTERLY BOUNDARY OF THE PLATTED PORTION OF YELM, WASHINGTON, SAID SOUTHWESTERLY BOUNDARY ALSO BEING THE NORTHEASTERLY BOUNDARY OF THAT PORTION OF SAID RAILWAY COMPANY'S YELM-TO TENINO, WASHINGTON BRANCH LINE RIGHT OF WAY CONVEYED TO THURSTON COUNTY, WASHINGTON. BY QUITCLAIM DEED DATED AUGUST 14, 1996, EXCEPTING THEREFROM, A 30.0 FOOT WIDE CORRIDOR, BEING 15.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE SWI/a OF SAID SECTION 19. ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE H O LZ A P F E L PAYMENT REMITTANCE SHEET 601 UNION STREET S P E R R Y & P"c SEATTLE,WA 96101-4000 TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 PLEASE RETURN REMITTANCE SHEET WITH PAYMENT WWW.LASHER.COM 2.7 2005 City of Yelm, WA Attn Ms Shelly Badger, City Admin. P.O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 File number: 15336 Date: December 22 , 2005 Invoice nu-mber: 411119 Billing attorney: TK Matter description: RAIL ISSUES (YELM-ROY PRAIRE LINE) Balance forward: . 00 Total current charges : 166 . 50 Total amount due: 166 . 50 CURRENT OVER 30 OVER 60 OVER 90 TOTAL 166 . 50 . 00 . 00 . 00 166 . 50 App ed for Payment: r Date: Project: � d d ) % B S # a' BARS # PAYMENT DUE UPON RECEIPT. YOU MAY DEDUCT 2% IF PAID IN FULL BY CASH, CHECK OR WIRE TRANSFER WITHIN 10 DAYS OF INVOICE DATE (NOT APPLICABLE TO CREDIT OR DEBIT CARD PAYMENTS) . ATTORNEYS AT LAW LA S H E R 2600 TWO UNION SQUARE H O LZ A P F E L 601 UNION STREET SPERRY & PLLC SEATTLE,WA 96101-4000 TELEPHONE 206 624-1230 E B B E R S O N FAX 206 340-2563 W W W.LASHER.COM City of Yelm, WA Attn Ms Shelly Badger, City Admin. P .O. Box 479, 105 Yelm Avenue West Yelm, WA 98597 RE: RAIL ISSUES (YELM-ROY PRAIRE LINE) File number: 15336 TK DECEMBER 22 , 2005 Invoice number: 411119 Page: 1 Balance due from previous statement . . . . . . . . 1, 434 .22 Payments received Thank you . . . . . . . . . . . (1, 434 .22) Balanceforward . . . . . . . . . . . . . . . . . . . 00 For professional services rendered through December 14, 2005 HRS . AMOUNT 12/06/05 Draft and transmit e-mail to S . Badger . 30 55 . 50 regarding BNSF audit. Review file. Attorney: Taro Kusunose 12/09/05 Review file for City correspondence with BNSF . 60 111 . 00 (BNSF Audit) . Attorney: Taro Kusunose Current legal fees : 166 . 50 Total current charges: 166 . 50 Total amount due 166 . 50 Page 1 of 1 Shelly Badger From: Taro Kusunose [kusunose@lasher.com] Sent: Wednesday, November 02, 2005 3:45 PM To: Shelly Badger Subject: BNSF Audit Shelly: Attached to this email is a proposed draft of a letter to the IRS examiner, Mr. Huffman, in response to Mr. Huffman's letter to you dated September 19 (copy of that letter also attached to this email). Please let us know if you need any changes made or if you have any questions or concerns. Otherwise, it can be edited by your office as needed, formatted, signed and sent to Mr. Huffman. I will email you copies of the Donation Agreement and the quit claim deed to enclose with the letter. Going through the file, I did notice that back in 2000, we did not advise the City to record the quit claim deed (for the donation deal, or for the $300K purchase deal). We have briefly examined the county records and it does not appear that the deeds were recorded. The letter to the IRS indicates that the donation deed might not be recorded. If the deeds have not been recorded, it is my opinion that they need to be recorded as soon as possible. My records indicate that the ORIGINAL signed deeds were sent to you via FedEx on November 20, 2000 as part of a packet of documents. As soon as possible, please have someone pull those original deeds and have them recorded, or sent to us so we can have them recorded. It may be best to order title reports (from a title company) covering the properties listed on the deeds to get an indication of what, if anything, has occurred with the parcels since 2000. It is most likely that nothing has happened in the interim, but we ought to know. Please feel free to contact me with any questions or concerns. Taro Taro Kusunose, Esq. Lasher Holzapfel Sperry& Ebberson, PLLC 2600 Two Union Square 601 Union Street Seattle, Washington 98101-4000 USA (206)332-7551 Direct Dial (206)624-1230 Switchboard (206)340-2563 Fax kusunose@lasher.com Notice: This is a privileged and confidential electronic transmission intended only for the individual/entity named. If you received this transmission in error,please notify the sender by reply e-mail or by calling(206)332-7551,and then delete the transmission without copying it. To comply with certain U.S.Treasury regulations,we inform you that,unless expressly stated otherwise,any U.S.federal tax advice contained in this e-mail,including attachments,is not intended or written to be used,and cannot be used,by any person for the purpose of avoiding any penalties that may be imposed by the Internal Revenue Service. Thank you. 11/3/2005 November . 2005 Jerry L. Huffman(43-16027) Senior Team Coordinator Internal Revenue Service 5800 East Bannister Road Room 325 Kansas City, MO 64134 Re: Exam 1773: The Burlingto_n Northern& Santa Fe Railway Company Dear Mr. Huffman: This letter is written in response to your September 19, 2005 letter regarding the BNSF examination. The City of Yelm's (the"City")responses to your questions are as follows. 1. BNSF's rail corridor ownership interests in its then rail line segment between approximately Milepost 20.99 in or near Roy, Washington, and approximately Milepost 25.56 in or near Yelm, Washington(hereinafter the"Right of Way")was transferred to the City on November 16, 2000. The transfer was by quit claim deed which, it appears, we have not yet recorded. 2. The City sought the Right of Way in order to help preserve the vitality of businesses along the Right of Way, and also to help encourage other businesses to relocate to the area. The development of commuter rail and other passenger uses of the Right of Way have also been examined. Uses of the Right of Way continue to be explored. 3. No,the City did not provide anything to BNSF in return for the donation. Note that BNSF did retain a license over such portion of the Right of Way as needed to interchange BNSF's rail traffic. 4. The transfer was by quit claim deed. The City therefore acquired a fee simple absolute interest in the Right of Way only to the extent that BNSF held the Right of Way in fee simple absolute. A copy of the November 16,2000 Agreement for the Donation of Certain Assets, Rights and Obligations of The Burlington Northern and Santa Fe Railway Company to City of Yelm (the "Donation Agreement"), and the executed quit claim deed, are enclosed for your reference. 5. The Right of Way is still owned by the City. 6. As an initial submission,copies of the Donation Agreement and the quit claim deed are enclosed. Additional documents will be provided based upon the response to the following. We respectfully request that your request for"any and all correspondence you have regarding this property"be more narrowly restated. Internal correspondence regarding the Right of Way, its uses, etc. may have begun at the City more than a year before the transfer date, and it has now been approximately 5 years since the transfer date. We believe that a copy of"any and all correspondence . . . regarding this property"would be too voluminous to make sense for your office, even excluding attorney-client privileged materials. Compliance with such a request would also take an unreasonable effort on the part of the City. If"any and all correspondence with BNSF regarding this property"will suffice,this can be prepared and provided to you within a reasonable period of time. Please advise. Please let us know if you have any questions or concerns. We look forward to your response. Thank you. Very truly yours, Shelly A. Badger Yelm City Administrator DIRECT LINE:(XXX)XXX-XXXX EMAIL: shellyb g,ci.yelm.wa.us Message Page 1 of 2 Shelly Badger From: Shelly Badger Sent: Friday, October 28, 2005 3:49 PM To: 'Taro Kusunose' Subject: RE: YRPL-IRS issue Taro, I have been completely immersed in budget and union negotiations during the entire month of October! Today. I was updating my unfinished tasks and found that I have done nothing with this issue, very bad...... Could you draft a letter of response for my signature to the IRS and start working on pulling some of the answers together to their questions? Let me know your timeline to work on this. Thank you, Shelly Shelly Badger Yelm City Administrator shellyb@ci.yelm.wa.us P.O. Box 479 Yelm, WA 98597 360-458-8405 -----Original Message----- From: Taro Kusunose [mailto:kusunose@lasher.com] Sent: Tuesday, September 27, 2005 6:08 PM To: Shelly Badger Subject: YRPL-IRS issue Shelly: Sorry for the delay. I have reviewed the September 19, 2005 letter from Jerry Huffman of the IRS. I think the questions, other than those I reference below, can be answered in a fairly straightforward manner: 4) 1 can dig up/prepare an accurate description of the interest acquired by the City, if you want; 6) Someone needs to write Mr. Huffman back and let him know that the scope of the request is unreasonably broad. First off, as the request is currently written, it would include correspondence covered by the attorney-client privilege (which we absolutely have no obligation to provide). The deal took many many months to put together, and there must be hundreds of correspondence items internally at the City. See if he is willing to be more specific. Those are my thoughts. Let me know if you have questions or concerns. Ta ro Taro Kusunose, Esq. Lasher Holzapfel Sperry& Ebberson, PLLC 2600 Two Union Square 601 Union Street Seattle, Washington 98101-4000 USA (206)332-7551 Direct Dial (206)624-1230 Switchboard (206)340-2563 Fax kusunose@lasher.com For additional information on Taro Kusunose,visit: http://www.lasher.com/attorneys detail.asp?id=66 For additional information on LHS&E,visit: 10/28/2005 O�OF TffE pA_q�.. FAQ. TRANSMISSION CITY OF YELM _ PO BOX 479 - 105 YELM AVE W YELM YELM WA 98597 W/.SNNGTON 3450-458-3244 FAX: 360-458-4348 To: C�"' v "' vDate: Fax #: j _� 0��(n Pages: ' including this cover sheet. `r `Y3 3 From: a Subject: 11-1 COMMENTS: ' If you do not receive all copies or any copy is not legible, please call(360) 458-3244 as soon as possible. dti/c��fliccUniitiUnr i cge�suQy 'U DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE WASHINGTON, D.C. 20224 7 �eEVENV� LARGE AND MID-SIZE BUSINESS DIVISION SEP 2 3 2005 Telephone Number: Voice (816) 966-2375 City of Yelm,Washington Fax (816) 966-2899 Shelly A. Badger—City Administrator Refer Reply To: Jerry L. Huffman P.O. Box 479 Exam:1773 Yelm,WA 98597 Employee ID #43-16027 Date: September 19,2005 Dear Ms.Badger, I am the Team Coordinator on the BNSF examination. In 2000 BNSF donated a 4.56 mile right-of-way to you. I have the following questions in regards to this transaction. 1. When was the property transferred to the City of Yelm. When was the deed registered? 2. What plans does the City of Yelm have for the property? (Why did they want it?) 3. Did the City of Yelm provide anything to BNSF in return for the donation(i.e. Quid Pro Quo)? 4. Did you receive fee simple absolute interest to the entire ROW? If not,identify the interest(s) received and the portion of the ROW covered by said interest(s). Provide supporting documentation for any fee simple absolute interest you received and identify the portion of the ROW it pertains to. 5. Is the property still owned by the City of Yelm? If not,provide the details regarding the transfer. If not owned,did the City of Yelm file a form 8282,"Donee Information Return",with the IRS reporting the transfer of the property? 6. Please provide a copy of any and all correspondence you have regarding this property. Please respond to the above questions on City of Yelm stationery. This matter regards the income tax liability of BNSF and whether a valid donation occurred and not with matters concerning the City of Yelm. If you have any questions please feel free to call me at 785-435-3500 or at the number listed above. My mailing address is as follows: Internal Revenue Service 5800 East Bannister Road-Room 325 Kansas City,MO 64134 Attn:J. Huffman,Exam Group 1773 Sincerely, Jerry L.Huffman Senior Team Coordinator Cc:Carl J.Long,Director of Taxes,BNSF Corporation t . • ,� M Allen Brackett Shedd R('01 Afll"A'T.v and C-Isallants Darin A. Shedd,MAI 419 Berkeley Avenue,Suite A Vice President Fircrest,Washington 98466 (253)274-0099 ext.3 Fax(253)564-9442 dshedd@absvaluation.com Bellevue Business Address: 12320 NE 8th Street,Suite 200 Bellevue,Washington 98005 (425)450-4040 ext. 17 Fax(425)688-1819 Allen wackett Shedd d Consultants 419 Berkeley Avenue.II 1l Darin A.Shedd,MAI Fircrest,Washingto 98466 Vice President 53)274-0099 ext.3 V (253)564-9442 dshedd@absvaluation.com TRANSMISSION VERIFICATION REPORT TIME 09/23/2005 14:20 ' DATE DIME 09/23 14:19 FAX NO./NAME 12063402563 DURATION 00:00:42 PAGE{S} 03 RESULT OK MODE STANDARD ECM Message Page 1 of 3 Dana Spivey From: Shelly Badger Sent: Friday, November 04, 2005 2:52 PM To: Dana Spivey Subject: FW: BNSF Audit Dana, read my question to Taro and his response below. First, make sure all 3 of the attachments above match the 3 items we are sending to the IRS. PIs add the Bill of Sale to the IRS packet, no need to change the cover letter. Also, add the bill of sale to the BNSF packet. Touch bases with Rich Battie at BNSF and see where he wants the Bill of Sale sent (my VM). Then connect with Taro and confirm which items he wants recorded, there are 3, the quit claim deed, the donation agreement and the bill of sale (all 3 attached above). Of them, which items need to be recorded ASAP? Then, could you coordinate the recording of the appropriate documents? Thanks, holler (but not too loud) if you need help. Thanks, Shelly Shelly Badger Yelm City Administrator shellyb a�ci.yelm.wa.us P.O. Box 479 Yelm, WA 98597 360-458-8405 -----Original Message----- From: Taro Kusunose [mailto:kusunose@lasher.com] Sent: Friday, November 04, 2005 9:52 AM To: Shelly Badger Subject: RE: BNSF Audit Shelly: Attached are the Donation Agreement and the Quit Claim Deed. A copy of the Bill of Sale is also attached and should probably be included as part of the packet. The quit claim deeds should be recorded as soon as possible. Probably even before a full title report is pulled. That said, because of the odd shape of the property involved (4+ mile narrow corridor), we may need to enlist the help of a title company to get it recorded correctly. So, here is my recommended order of steps to take: 1) Send letter to IRS 2) Pull out the two (2) original deeds from your files 3) Get them recorded 4) Pull title to see what issues, if any, there may be. Ta ro Taro Kusunose, Esq. Lasher Holzapfel Sperry& Ebberson, PLLC 2600 Two Union Square 601 Union Street Seattle, Washington 98101-4000 USA (206)332-7551 Direct Dial (206)624-1230 Switchboard (206)340-2563 Fax kusunoseng lasher.com 11/4/2005 Message Page 2 of 3 \orice: This is a privileged and confidential electronic transmission intended only for the individual/entity named. If you received this transmission in error,please notify the sender by reply e-mail or by calling(206)332-7551,and then delete the transmission without copying it. fh,111k-11. From: Shelly Badger [mailto:shellyb@ci.yelm.wa.us] Sent: Thursday, November 03, 2005 12:53 PM To: Taro Kusunose Subject: RE: BNSF Audit Taro, thank you so much, very helpful! Regarding having title reports pulled for the properties in the deed....how labor intensive is it for your office to do that task for us? Also, do we wait until that task is done before recording the documents? We will get the letter out to the IRS tomorrow along with copies of the quit claim deed and donation agreements. Thanks, Shelly Shelly Badger Yelm City Administrator sheIIyb a�ci.yelm.wa.us P.O. Box 479 Yelm, WA 98597 360-458-8405 -----Original Message----- From: Taro Kusunose [mailto:kusunose@lasher.com] Sent: Wednesday, November 02, 2005 3:45 PM To: Shelly Badger Subject: BNSF Audit Shelly: Attached to this email is a proposed draft of a letter to the IRS examiner, Mr. Huffman, in response to Mr. Huffman's letter to you dated September 19 (copy of that letter also attached to this email). Please let us know if you need any changes made or if you have any questions or concerns. Otherwise, it can be edited by your office as needed, formatted, signed and sent to Mr. Huffman. I will email you copies of the Donation Agreement and the quit claim deed to enclose with the letter. Going through the file, I did notice that back in 2000, we did not advise the City to record the quit claim deed (for the donation deal, or for the $300K purchase deal). We have briefly examined the county records and it does not appear that the deeds were recorded. The letter to the IRS indicates that the donation deed might not be recorded. If the deeds have not been recorded, it is my opinion that they need to be recorded as soon as possible. My records indicate that the ORIGINAL signed deeds were sent to you via FedEx on November 20, 2000 as part of a packet of documents. As soon as possible, please have someone pull those original deeds and have them recorded, or sent to us so we can have them recorded. It may be best to order title reports (from a title company) covering the properties listed on the deeds to get an indication of what, if anything, has occurred with the parcels since 2000. It is most likely that nothing has happened in the interim, but we ought to know. Please feel free to contact me with any questions or concerns. Taro Taro Kusunose,Esq. Lasher Holzapfel Sperry& Ebberson, PLLC 2600 Two Union Square 601 Union Street 11/4/2005 1 1 alq�ssod se uoos se6bZE-8Sb (090 l[eo ;)seald oIg13al 1 XdOO ICue io sot(lOo Ile-)AI-333_1 )Otl op no,C1l « « � la PI Pqq ts--bw vyo PP-xr _m I�vl�k in rc? ki rVV titi11 y� �` l L :SJJRHMOD :;aafgnS )PVIONS lanoo snp&npnlout :O�L bdze-esd-0s� L6S86 dM W13.1 NOl7wSVM YY i I C M lnv W-13,1 SOI - 6L d XOEI Od - 1V113A AO AID \10ISSIL\IS [ JVN YVJY I TRAPJSh1ISSION ')ERIFICATIOH REPORT TIME 11/04/200516: 42 DATE,TIh1E 11/04 16: 40 FAX NO. /NAME 12063402563 DURATION 00: 02: 24 PAGE(S) 08 RESULT OK Mii=iDE STANDARD w Y Message Page 1 of 1 Shelly Badger From: Shelly Badger Sent: Friday, December 02, 2005 4:17 PM To: 'Taro Kusunose' Subject: RE: YRPL Taro, well finally a response from mel We are currently in the process of working with our city attorney on getting the quit claim deeds recorded, however, are planning to try it first without pulling a title report. I will let you know how it goes. Also, I heard back from the IRS this week in response to our letter transmitting the sale/donation documents. They have accepted our suggestion that instead of providing them with ALL internal correspondence related to the Yelm ROW, that we instead send them only the correspondence with BNSF regarding the property. I will fax you a copy of the letter. Is this something that you can pull together for the City? I would feel more comfortable in you knowing what is appropriate correspondence to release. We ended up with about 4" of snow yesterday and last nite. Very pretty here, but made we want to be in a cabin in the mountains on vacation! Have a great weekend. Shelly Shelly Badger Yelm City Administrator shell 1bciyelm.wa.us P.O. Box 479 Yelm, WA 98597 360-458-8405 -----Original Message----- From: Taro Kusunose [mailto:kusunose@lasher.com] Sent: Thursday, December 01, 2005 2:47 PM To: Shelly Badger Subject: YRPL Hi Shelly: The snow is not sticking up here, but I bet things are different where you are. Stay safe. We keep missing each other on the YRPL follow up issues. We really need to get the deeds recorded. Please call when you can. Thanks. Taro Taro Kusunose, Esq. Lasher Holzapfel Sperry& Ebberson, PLLC 2600 Two Union Square 601 Union Street Seattle, Washington 98101-4000 USA (206)332-7551 Direct Dial (206)624-1230 Switchboard (206)340-2563 Fax kusunose@lasher.com Notice: This is a privileged and confidential electronic transmission intended only for the individual/entity named. If you received this transmission in error,please notify the sender by reply e-mail or by calling(206)332-7551,and then delete the transmission without copying it. rhank Nou. 12/2/2005 A. .W DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE WASHINGTON, D.C. 20224 LARGE AND MID-SIZE BUSINESS DIVISION November 22, 2005 Ms. Shelly A. Badger City Administrator City of Yelm 105 Yelm Avenue West P.O. Box 479 Yelm, Washington 98597 Dear Ms. Badger, Thank you for your response to my September 19, 2005 letter. I do not want to burden you in providing me with internal correspondence related to the Yelm ROW and, as you have suggested, please send me only the correspondence with BNSF regarding the property. If you have any further questions please call me at either 785-435-3500 or 816-966-2375. You can also reach me at my E-mail address, jerry.l.huffman( -irs.gov. Thank you for your time and consideration. Sin erely, Jerry Huff Large Case Coordinator Cc: Carl J. Long, Director of Taxes, BNSF Corporation _ — " Ui r t`MCw.�r i " - o t ; 4,y , Till- a � =r FAx TRANSMISSION CITY OF YELM PO BOX 479 - 105 YELM AVL W YELM YELM WA 98597 w.�SNG 10N 360-458-3244 FAX: 360-458-4348 To: C/�✓► V V I��l/V 1 ��ll� Date: Fax fl: C/� ^,/`�j �+ � Pages: � including this cover sheet. From: �f� I Subject: COMMENTS: * * If you do not receive all copies or any copy is not legible, please call (360) 458-3244 as soon as possible. dtiA 4�Ili�c\knmt�la. i TRANSMISSION VEPIFICAIION PEPOPT TINE 12/02/2005 17:05 1 DATEJIME 12102 17:05 FAX HO. /NAME 12063402553 n, ;vr T7;.r i [1 G1: 0Cl: 2, RESULT OK MODE STANDARD ECM r• n• Message Page 1 of 2 Shelly Badger From: Taro Kusunose [kusunose@lasher.com] Sent: Friday, November 04, 2005 9:52 AM To: Shelly Badger Subject: RE: BNSF Audit Shelly: Attached are the Donation Agreement and the Quit Claim Deed. A copy of the Bill of Sale is also attached and should probably be included as part of the packet. The quit claim deeds should be recorded as soon as possible. Probably even before a full title report is pulled. That said, because of the odd shape of the property involved (4+ mile narrow corridor), we may need to enlist the help of a title company to get it recorded correctly. So, here is my recommended order of steps to take: 1) Send letter to IRS 2) Pull out the two (2) original deeds from your files 3) Get them recorded 4) Pull title to see what issues, if any, there may be. Ta ro Taro Kusunose, Esq. Lasher Holzapfel Sperry& Ebberson,PLLC 2600 Two Union Square 601 Union Street Seattle, Washington 98101-4000 USA (206)332-7551 Direct Dial (206)624-1230 Switchboard (206)340-2563 Fax kusunose@iasher.com Notice: This is a privileged and confidential electronic transmission intended only for the individual/entity named. If you received this transmission in error,please notify the sender by reply e-mail or by calling(206)332-7551,and then delete the transmission without copying it. Thank}ou. From: Shelly Badger [mailto:shellyb@ci.yelm.wa.us] Sent: Thursday, November 03, 2005 12:53 PM To: Taro Kusunose Subject: RE: BNSF Audit Taro, thank you so much, very helpful! Regarding having title reports pulled for the properties in the deed....how labor intensive is it for your office to do that task for us? Also, do we wait until that task is done before recording the documents? We will get the letter out to the IRS tomorrow along with copies of the quit claim deed and donation agreements. Thanks; Shelly Shelly Badger Yelm City Administrator shellyb@ci.yelm.wa.us P.O. Box 479 11/8/2005 Message Page 2 of 2 Yelm, WA 98597 360-458-8405 -----Original Message----- From: Taro Kusunose [mailto:kusunose@lasher.com] Sent: Wednesday, November 02, 2005 3:45 PM To: Shelly Badger Subject: BNSF Audit Shelly: Attached to this email is a proposed draft of a letter to the IRS examiner, Mr. Huffman, in response to Mr. Huffman's letter to you dated September 19 (copy of that letter also attached to this email). Please let us know if you need any changes made or if you have any questions or concerns. Otherwise, it can be edited by your office as needed, formatted, signed and sent to Mr. Huffman. I will email you copies of the Donation Agreement and the quit claim deed to enclose with the letter. Going through the file, I did notice that back in 2000, we did not advise the City to record the quit claim deed (for the donation deal, or for the $300K purchase deal). We have briefly examined the county records and it does not appear that the deeds were recorded. The letter to the IRS indicates that the donation deed might not be recorded. If the deeds have not been recorded, it is my opinion that they need to be recorded as soon as possible. My records indicate that the ORIGINAL signed deeds were sent to you via FedEx on November 20, 2000 as part of a packet of documents. As soon as possible, please have someone pull those original deeds and have them recorded, or sent to us so we can have them recorded. It may be best to order title reports (from a title company) covering the properties listed on the deeds to get an indication of what, if anything, has occurred with the parcels since 2000. It is most likely that nothing has happened in the interim, but we ought to know. Please feel free to contact me with any questions or concerns. Taro Taro Kusunose, Esq. Lasher Holzapfel Sperry& Ebberson, PLLC 2600 Two Union Square 601 Union Street Seattle, Washington 98101-4000 USA (206)332-7551 Direct Dial (206)624-1230 Switchboard (206)340-2563 Fax kusunose la_sher.com N of,c This is a privileged and confidential electronic transmission intended only for the individual/entity named. If you received this transmission in error,please notify the sender by reply e-mail or by calling(206)332-7551,and then delete the transmission without copying it. To comply with certain U.S.Treasury regulations,we inform you that.unless expressly stated otherwise,any U.S.federal tax advice contained in this e-mail,including attachments,is not intended or written to be used,and cannot be used,by any person for the purpose of avoiding any penalties that may be imposed by the Internal Revenue Service. I h:nu. ,.M. 11/8/2005 'I -.73 el c C74 7 vr A2 C11( V7)7 LASHER_ HOLZAPFEL PLLC SPERRY & EBBERSON December 21, 2005 ATTORNEYS AT LAW 2600 TWO UNION SQUARE 601 UNION STREET SEATTLE WA 98101-4000/TELEPHONE 206 624-1230/FAX 206 340-2563 W W W.LASHER.COM Jerry L. Huffinan (43-16027) Senior Team Coordinator Internal Revenue Service 5800 East Bannister Road Room 325 Kansas City, MO 64134 Re: Exam 1773• The Burlington Northern & Santa Fe Railway Company Dear Mr. Huffman: We write on behalf of the City of Yelm, Washington (the "City") in response to your letter dated November 22, 2005. The City appreciates the narrowing of the scope of the document request to only that correspondence between the City and BNSF regarding the 2000 BNSF donation of a 4.56 mile right-of-way. Enclosed please find copies of correspondence between the City and BNSF regarding this donation transaction. The City continues to review its files for additional requested documents, and it therefore respectfully reserves the right to supplement this submission with any other documents subsequently located. Please be advised that in some of the correspondence between the City and BNSF regarding the donation transaction, reference is also made to a sale transaction. These two transactions should not be confused with one another. The sale transaction was a purchase by the City of certain real property from BNSF. This sale transaction was closed pursuant to a real estate purchase and sale agreement, which was separate from the donation agreement. Please contact us with any questions or concerns, or if we can be of further assistance. Very truly yours, l Taro Kusunose DIRECT LINE:(206)332-7551 EMAIL: kusunose(a),lasher.com ' City of Yelm (S. Badger) Betts Patterson FAX MESSAGE Mines Attorneys at Law Fax: (206) 343-7053 One Convention Place Suite 1400 701 Pike Street Seattle,WA 98101-3927 Date: 4/5/01 Fax: (206)343-7053 Phone: (206)292-9988 To: Mr. Tom Simmert Fax#: (817) 352-7102 (Include area code for ALL numbers.) Company: Burlington Northern and Santa Fe From: Taro Kusunose File#: 5782.0001 Re: Junction Interchange Update Form and Form AD 101 for YR-PL ------------------------------------------------- Number of Pages: -Z ! NOTICE: Information contained in this communication is ! (including this cover sheet) privileged and/or confidential, intended only for the individual/entity named above. If reader of this cover page is ; i not the intended recipient, you are hereby notified that any i Please call Taro Kusunose dissemination, distribution, or copying of this information is at(206) 292-9988, ext. 8646 i strictly prohibited. If you have received this fax in error, please ! if you do not receive any of these pages or if immediately notify us by phone (206) 292-9988 and return this there is a problem. ; fax to above address via U.S. Mail. Thank you. ------------------------------------------------- NOTES: Mr. Simmert: Thank you once again for your invaluable assistance with regard to the attached filings. Please call me if you have any questions or concerns. Taro r— Gt�-Z' URGENT! ! DELIVER IMMEDIATELY 113993/040501 1137/57820001 i REF FILES p1( 352 (102 US/2( 'U'I 'I'-':U5 NO.L4G U'I/US ■ :FUNCTION INTERCHANGE UPDAiF- FORM FAX compmed1atmtoow ■,ncoon induevy Reference Fite RAILINC at 916 861-6401 =JUNc-nnoNunique toenti icaton of the LOCATION of an 04TERCHANCiE JUNCTION ABBREVIATION. O� O 1L A STANDARD POINT LOCATION CODE(SPLC)- 5 8 B (— -r —) JUNCTION LOCATION NAME. A y JUNCTION STATE I PROVINCE' td'4 7iNTERCHANGE•descrtpoo�of TIVITIE�o-r-een vansportation entities et a JUNCTION ACTION REQUESTED . ! (A=aaa,C =mange,E= expo e ) INTERCHANGE TYPE . Q i INTERCHANGING REPORTING CSM STATION FSAC CARRIER CARRIER (wnen requetea) MARK I SCAC 1 i /V — I1/ (D ,� � ac MARK I SCAC 2 L /� T L DELIVERY ONLY FLAG (Y=Yes.N-no ) INH1131T JUNCTION ADVICES . N (Y =res, N=no ) c l _ p .3 - D (CCYv-r.AM-DD ) EFFECTIVE GATE OF ACTION o�„-- — AGREEMENT-signatures of transportation entry represenmves(as requires by Interciw2e TYPE) MAR ISCA MARK I SCAC 2 f - - - 14- l SIGNATURE I CONDITIONAL 'f=7(w.n-no:A yet.torte"T w rccomWcmw Dr Y°V".N c no,!m,(,xm M-,GT Ge totaft4aftmO A AGREEMENT? a 0""'kn^6`0—"th-coned;onc d wwwT o o cft?vft s amkcnV - of c4 aot+A wu of agr--twit NAME TARO KUSU fNOSE WA (m"Oe Prins) o.Iva l irrl.+tP ojtornjyyRpE.City of Yelm, owneri mar J / i COMPANY PHONE L 7 j � 3 Y /7 (206) 268-8646 NUMBER vc FAX NUMBER 7 -3 7 (206) 343-7053 SUBMmrAON-FAX complete4 form to RAILINC at (of mat to awress in the inmuc6ons) '"m 10.tom" gig-I.si-sIy3 Kth I1Lt5 61 ( ( IUL U�)/L( 'UI IL:U7 NU.L4L UL/U-) FORM AD 101 CENTRALIZED STATION MASTER(CSM) EFFECTIVE- April 1, 1998 for EDI 3070 DATA ENTRY FORM T: SLAC: YRPL • 2. FSAC:67320 3. Effective Date: 03/01/2001 4, Expiration Date: 5, Status Reason: ,.C"`.i>'�-CCS::\�• \`C_.\... _\.♦�C... \`♦\\. 'u�t :..`\ \. �i� �rr r'.'u yrs=a il`'^2r..♦•:�'n•�<i~�i>Z,� "�C• \\�> �:\ e. \•C�: �••\..• .vC � b .\ ♦ :��,... �.• b 4,: .�>i.`a�14�.:e4\\'.'. :�Sa�e�A`s>icxi'G3,u �. -:\\'•"\�e.. \. 1 a `�. @♦ "\ •a♦ `�\ \. 6• Location Types: R O 7. Location SPLC: 846188 8. Location Name: Roy 9. Location County: Pierce 110. Location, Stata/Province:Wa 11. Location Zip/Postal Code: 98580 12.JR260 Abbreviatlon: ROYWA 113. Latitude +04.7.004500 14. Longitude: -122,6435 ce3' ....\• ::+`�..., .�'A>:?w,VY1`� o'r .\V'\...:ij±>`C'3: `>Z��AS.Z.2�e::3,'\. ..`.\ @\.>S.rs:�I;C, ..O.i.`35..,.,,,... ,\.: •. t^' i�.',. ..,,�`.p`b�J:e:vR'♦ ,:.4V.:'!. `:�'\`Ld.4\.. ..4C v�•v..:>:Y.\�'p>`�\\.... ♦.\\..::.ani;:•�i:'�`�3;..,.. ^..•.♦ \.•♦ iM. .♦n..:.a?':...f• r::.: .a.v ->.f ♦. N�.�...i:o• �\:..vw♦.•>\.... ♦�\ru�;.r♦^ a\..�..♦ ..v\....iv�� •�.J .n�.♦: ..4. - > . a:•4:��C\a �:, v>.;C�:::..�:;�\..;,... :\ai.:�4>.: ,.>..i♦ :>::>• :.-.. Vi� �.♦:.`N. 151.�a::.i ?`:�\�\♦.supra\ �` W �a ynt �. •. 4. \\.\ \`•1 C`A's.. 16. Rating7_i /Postal Code: 98580 ♦� � � ..-�.,�'�>��.N1"-"� �`�"�♦� "�� • � \ �♦�" p 16. Canadian Interswitch SPLC: 17. NRB SPLC: 846200 18, NRB City:Tacoma 19. NRB State:Wa 20. Revenue Switch SPLC: 846188 21. Rovenue Switch Clty: NSL 22. Revenue Switch Slate/Province: 23. OPSL Number: 67320 24.OPS(_Name: Roy 25. OPSL Note: �::�`Z`�"r:t\..``::.r\.�. Nva^4\.vi.V\\. �\� \`;\;W l�n"^".r ;2Z �tr._,x1.;:< '• \.�it\\ti>T•'r,i;�♦\ :. > 'r`: _ ,,\�^.:`>�>. ♦.>\ >:,.`\"\c.�CB`.�1 ��:A\��.��a...3uau\ M1a:� � �"`.'Py �♦y.•'. \�\.:W\•�uG\,.P �`� \�•��. \ K ti �"` vim'` �•py\K�a� \ � ``va°:^` \•A. \♦ vS `2v1S�..'�;��` ow. ��. ^\��Oo.♦�•,�' \\\fir 'tx'.. fie. �.♦:, 26. Customs: `� � �. - 27. CIF Number: 28. Daylight Indicator: 29. import/E>Tort 30• Embargoed: 31. Crain: 32. Ramp: 33. Intermodal: 34.. Plato: 35,Weight: aa : ^ - . `.a\a±�'i"i ♦ ';, ...,.,:�.>♦;t�,'p\,?tta �•!.. ra'F.a•'' e ..a.�cc - ' tea.\,\rA• �- :):�• yG.:G�`��.S;i.L,:ick.do�'.'c�.�S�..•��`�>.c"`.`:. Hs:4. k r:w:`�`s.;�C:rw:er.: 2�Y. •` I'° Name: Taro Kusunose Reiurn to: Senior Customer Service Rdpresents. a (Attorney for Cityy of Yelm, WA, RAUNC owner o mark: YRPL) 001 Weston Parkway-Suite 200 701 Pike, Suite 1400, Seattle, WA 9810'Cary, NC 27513 (206) 268-8646 Phone: (919)651-5043 (206) 343-7053 (fax) Far,: (919)651-5401 Date: Business Services Division - RAILINC (Rev. 7/14/i 999) Ktr rltt� 01 ( 3DG ( fue W/C( 'U'I •IC:Ub fNU.L4L US/US r- . i FORM 101 CENTRALIZED STATION MASTER (CSM) EFFECTIVE: April 1, 1998 for EDI 3070 DATA ENTRY FORM `;.a ESE T. SCAC: YRPL "1'2 FSAC 67326 3. Effective Date: 03/01/2001 4• Explraiion Date: 5. Status Reason; iw>�:; �.. 'r d,...~��•\.;d\s`;1�•:�a•e:,.\�3�`�.,"f�`��•:. �\a:y;�. 'F'��\�`:' e�.• vet .0 :�\`�``\ A,'a�``l2', 'c�>'•..'t. ' ed�:.0a:51x>e7l�:;O:rY:-.w�hQ'�``��'':�:2<.aa.ti' �.. � \,� •N \:' �\ 6. Location Types: R O 7, Location SPLC; 846318 B. Location Name: Yelm 9. Location County. Thurston 10. Location State/Prov!nce WWa 11. Location Zip/Postal Code; 98597 12, JR?_60 Abbreviation: 13. Latitude +046.94328 14. Longitude: -122.605330 a `�\. •`•S 1\:`'c`k5�s:r�s': :+;.eve-... ':,. ;��r. �� ..!C:..J\>.'..\M:w.!T!.. ..n kr•-�:�it,: 'wq\:\\ `L`:: •'i�:i+`..' •:Y.: ':•MY� � Si" :.\�\\��\.'\l.C..\!:-` `�v...\c�\'r``.;\.J(..:.� :cc-a5`..�h:.un.:?-...,i[•(••a:•n �.:- `ih" i -`t� .�J��$\u:�iSEa.::.a:C�:".:- ..��:ke.iG:;: wn • �. G'. ::\.:. ::.\:r..�Jh`^\J: M\\\w \. ��;N:M::>.::N:N. \ �v \`Z,:t\�\\\�A� >'.. � ��;��:"� \•�\\� Q\��•��.-. :•�� 16. Rating Zip/Postal Code: 98597 16. Canodlan Interswitch SPLC; 17. NRB SPLC: 646200 1 B. NRB Chy:Tacoma 19, NRB State:Wa 20. Revenue Switch SPLC: 846318 21. Revonue Switch City; NSL 22. Revenue Switch Slate/Province: 23. OPSL Number: 67326 24. OPSL Name: Yelm 25, OPSI_ Notes: .a;.rc.- e\`\:�. °:A� �.�,-cOC�.''^:Jc:�K i�:`•l"\tiN�';A\\i. •"�7b��`•\\\\\:\ \i ."N": ` "' <c�:::o.'.•s c ..w\�:ca.:�\o•.. a\\ £M. \ate`. n n ' Ha'-. \ �le\ �' ,. CIF Number: 26. Customs: ;3�.� 27. 28. Daylight Indicator: 29. !mport/Export 30. Embargoed: 31. Groin: 32. Ramp: 33. Intermodal: 34. Plate: 35.Weight: �- �. PI@ tL: 4t ?;Nd lnliy\.t:c�t�F. {'\. :��F� :r�a�`c�' �til•;•\\.c' ..'.. � c:^ :n\. .a•• .n\'.`r\ ��. . t;'tt.. .. .Y. F\,.',{`'t' 1'n. .5'iS[n..Ar. Az 'C`:k-• 7"? 2� :�.: ::e'er. \i..� i t \ •afib ., t'c. .w6.. C Q•.`• t C�'•d &Ct3 a t-c :a y e' ..!H \C :: ..�ct\��ooa\�'aw\v �b: ',�a •c .ciV :rE �` :: a['�a: c: k' t^ v•. �3 'iP cxlc.ac�ts Rtn�:s: c?sw4A''S . ::......Wt::'i.:`CR:: M d.:i;:.^.`::� : Name: Return to: Senior Customer Service Re resentailve %torney o Kusun se p for C'ty of Yelm, WA, owner RAILINC ma k: YRPL 7001 Weston Parkway-Suite 200 i 701 Pi e, Ste 1100, Seattle, WA 98101 Ca, NC 27613 i �206�206 268-8646 r 1 Cary 343-7053 (fax) Phone: (919)651-5043 Date: Fax (919)651-5401 ! ;� G Business Services Division - RAILINC (Rev. 7/14/1999) t Buts Patterson FAX MESSAGE Mines Attorneys at Law Fax: (206) 343-7053 One Convention Place Suite 1400 701 Pike Street Seattle,WA 98101-3927 Date: 415101 Fax: (206)343-7053 Phone: (206)292-9988 To: Mr. Richard Batie Fax#: (817) 352-7101 (Include area code for ALL numbers.) Company: BNSF From: Taro Kusunose File#: 5782.0001 Re: February 16th letter from Skip Kalb --------------------------------------------------- Number of Pages: 2 ! NOTICE: Information contained in this communication is (including this cover sheet) ! privileged and/or confidential, intended only for the ! individuallentity named above. If reader of this cover page is i not the intended recipient, you are hereby notified that any i Please call Taro Kusunose dissemination, distribution, or copying of this information is at(206)292-9988, ext. 8646 ! strictly prohibited. If you have received this fax in error, please ! if you do not receive any of these pages or if immediately notify us by phone (206) 292-9988 and return this there is a problem. ; fax to above address via U.S. Mail. Thank you. ------------------------------------------------- NOTES: Mr. Batie: Our client, the City of Yelm, Washington, forwarded the attached letter to me recently. Is there any property being leased by Yelm from BN right now? Perhaps the property that Yelm purchased from BN simply hadn't been purged from your database yet. Please let me know if I'm missing something here. (206) 268- 8646.. As always, thanks for all of your help. Taro Kusunose URGENT! ! DELIVER IMMEDIATELY 114003/040501 1155/57820001 �t�J/ZG/2001 lb:Jy rjb17-4Ob_14 b UI I T Ur TCL-19 r1 UL_ UZ i �3N3F F.E. "SKIF" KA1.f3, JR. 6650 N.Riverside Drive. At.,iVent T,ice Prrsidulr-Rea/lir/„/r Suite 101 l3 Fort Worth,Texas 76117 nriinb°J^n Nor!l�rr>.und,3'onro 1'e P•U.nor 961u5Q Fort Werth,1,X 76161 005Q Tl,c nurtington Northern 2100 Lou Menk Jive.n(?n and Santa FC Ra1tR'a-, Conlraoy Pnrt Worth.J'X 7(,131 28)11 Febntan, 16.2001 IIIl111111,111111.1011t1111111111111I1111101111111,111,11Ill 11 **************3-DIGIT 985 55 1 YELM CITY OF PO BOX 397 YELM. WA 98597-0397 Re: Reel Estate MnnAgement for Lease/Pe mit of Pretntees LucatcJ in WA(Lta� ermit>t!42197220) Dear Lessee/Perini(tee: Effective January 1, 2001, The Burlington Northern and Santa Fe Railway Company (13NSF) will be changing service providers for management of BNSF's real estate inventory from Calellus Management Corporation to Staubach Global Services(Staubach),a division of The Staubach Company,at the address shown below. NOTE: Your lease/permil is not being assigned to Staubach and will remain in BNSF's natne. Staubach will manage BNSF's real estate portfolio with respect to lessedpermittee invoicing and collections. lease/pemtit database and information management, and lcssee/permittee inquiries,etc. By moving in this direction, we will be able to supply you with a single point-of-contact at Slnubach for all of your lease/permit issues. Beginning January 1.2001,please forward the original of all official and legal notifications and all other real estate administration correspondence. i.e.: address changes-directly to: STAUBACH GLOBAL,SERVICES Attention: BNSF Real Estate Mgmt— Lcase Contract#42197220 5050 North Riverside Dtive,Ste. 101 Fort Worth,TX 76137-2464 Phone: (866)498-6647(toll free)or 817 230-2600 Fax: (817)306-8265 Effective January 1,2001 all future rental payments Should be sent to: P.O.Box 847574 Dallas,TX 75284-7574 Please identify the referenced Icase/penuil by providing the applicable Contract Number on all communications. Your immediate implementation of this change will greatly cnllnnec S(aubach's ability, on behalf of BNSF, to effectively respond(o your needs. Itlasmuch as Customer Satisfaction is a major componcnl of our agreement with Staubach, please feel free to provide any feedback on an ongoing basis in Illk regard to my allcnlion. Sincerely. F. E. "Skip”Kalb. Jr. Assistant vice President-Rcai Eslatc 1'r'li1Yv,!1 (17 crus e3/28/2001 10:39 360-458-4348 CITY OF YELM rc�ta� uc BNSF F. E."SKIP"KAIB, iR• 6650 N.Riverside Drive. Alft. eIsxigonr 1,rr Pwidenl-Real 1 Irl rl.r Suite 101 13mGngfan Nedhern and S'onro U,Rdllur� Fort Worth,Texas 76137 P.O.nox 96 1050 Fort Wcrth,'i'X 70161 (1954 J'he r3urlin({ron Northern 2509 Lou Menk Drive,A011 3 Bort Worth.l'X 76131 288 and Santa Pc Railway Conipatry Februan, 16. 2001 i`t* " *`3-D1G1T 9R5 55 1 YELM CITY OF PO BOX 397 YELM, WA 98597-0397 Re: Real lactate Management for Uase/Permit of Premise4 Located in WA(Ume/Permlt#42197220) Dear Lessee./Perinitlee: Effective January 1, 2001, The Burlington Northern and Santa Fe Rail%vay Company (BNSF) will be changing service providers for management of BNSF's real estate inventory from Catellus Management Corporation to Staubach Global Services (Staubach),a division of The Staubach Company, at the address shown below. NOTE: Your lease./permit is not being assigned to Staubach and will remain in BNSF's name. Staubach will manage BNSF's real estate portfolio with respect to lessee/permi(tee invoicing and collections, lease/pennit database and information management,and lessee/permittee inquiries,etc. By moving in this direction, the will be able to supply you with a single point-of-contact a( Staubach for all of your lease/pennit issues. Beginning January 1, 2001,please forward the original of all official and legal notifications and all other real estate administration correspondence. i.e.: address changes.directly to: STAUBACH GLOBAL,SERViCES Attention: BNSF Real Estate Mgmt- Lease Contract#42197220 5650 North Riverside Drive,Stc 101 Foil Worth, TX 76137-2464 Phone: (866)498-6647(toll free)or 817 230-2600 Fax: (817)306-8265 Effective January 1 20011 all future rental payments should be sent tq: P.O. Box 847574 Dallas,TX 75284-7574 Please identify the referenced lease/pennit by providing the applicable Contract Number on all communications. Your immediate implementation of this change will greatly enhance Slaubach's ability, on behalf of BNSF, to effectively respond to your needs. Inasmuch as Customer Satisfaction is a maJor component of our agreement with Staubach, please feel free to provide any feedback on an ongoing basis in this regard to nn';tllenlion. Sincerely_ '00' ` F. E. "Skip"Kalb. Jr. Assistant vice President-Rcal EsInIc r r'airVv„1 n7Irv) 0; TUT 16:0 6 FAX Ig 002 Deiufm W. %1 P.O. Box 6039 Wilmette, IL 60091-6039 'x`o" Law (847)864-0366 Phone (847)864-0389 Fax November 14,2000 VLA OVERNIGHT MAIL Stephen L. Day,Esq. Betts, Patterson&Mines, PS 800 Financial Center 1214 Fourth Avenue Seattle, WA 98161-1090 RE: Roy-Yelm Closialr Dear Steve.- Enclosed teve:Enclosed herewith are the executed documents of BNSF in connection with the Roy-Yelm rail corridor donation to the City of Yehn and the land parcel sale to the City. These executed Quitclaim Deeds and Bill of Sale are being provided to you t&4mid to hold in escrow, and deliver to the City upon completion of this transaction when BNSF receives the check for payment of the parcel as scheduled on November 16. As we have discussed, this check for $300,000 should be made out to Apex Property& Track Exchange, Inc., assignee of BNSF's right to receive the proceeds from the sale transaction, and delivered on Thursday to Rich Batie in Fort Worth. When he has received the check, Mr. Batie will so notify you at 206-292-9988, after which you may deliver the Quitclaim Deeds and Bill of Sale to the City of Yelm_ Very truly yours, Dennis W. Wilson Attorney for The Burlington Northern and Santa Fe Railway Company DWW/jbs Enclosures CC., Mr. Richard A. Batie N:\1sw.mkg\dww\12kleaeil1114 day AGREEMENT FOR DONATION OF CERTAIN ASSETS, RIGHTS AND OBLIGATIONS OF THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY TO CITY OF YELM AGREEMENT FOR DONATION OF CERTAIN ASSETS, RIGHTS AND OBLIGATIONS OF THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY TO CITY OF YELM 'n' THIS AGREEMENT("Agreement") is entered into as of this +� day of 6etohcr, 2000, between THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY, a Delaware corporation ("BNSF"), and The City of Yelm, a municipality in the the State of Washington("City"). WHEREAS, BNSF desires to donate and convey to City, on the terms and conditions set forth in this Agreement, BNSF's rail line and rail corridor ownership interests in its rail line segment between Milepost 20.99 in Roy,Washington,and Milepost 25.56 in Yelm, Washington(collectively, "Rail Line"),together with BNSF's rights to conduct rail freight transportation business on the Rail Line, and certain other rights and obligations as specified in this Agreement; and WHEREAS, City desires to accept this donation from BNSF,and to acquire the Rail Line, BNSF's rights to conduct rail freight transportation business on the Rail Line, and certain other rights and obligations as specified in this Agreement, pursuant to the terms and conditions set forth in this Agreement; - 1 NOW, THEREFORE, City and, BNSF agree as follows: 1. Donation Conveyances and Assignments. (a) BNSF shall donate and convey to City, on the date of Closing (as defined later herein), by Quitclaim Deed delivered by BNSF to City on that date, all of BNSF's ownership interest in BNSF's Rail Line (except a retained license to operate over such portion of the track at and near Roy, Washington as is necessary or convenient to interchange rail traffic between City and BNSF at Roy, Washington), which shall include all rail corridor land between the endpoint Mileposts of the Rail Line and all improvements that are located thereon. The Rail Line is described specifically in Attachment 1 to the Quitclaim Deed set forth as Exhibit A attached hereto, and made a part hereof. BNSF and City acknowledge that the Rail Line does not include the parcel of land in Yelm, Washington that is being conveyed by BNSF to City in a separate transaction following the date of this Agreement. (b) BNSF shall convey to City,effective on the date of Closing, BNSF's right to conduct rail transportation business on the Rail Line, subject to the terms and conditions set forth in this Agreement,the Quitclaim Deed, the Bill of Sale and/or any agreement assigned by BNSF to City by the terms of this Agreement. (c) BNSF shall convey to City,on the date of Closing,by delivering to City on the date of Closing a Bill of Sale identical in form to the Bill of Sale set forth as Exhibit B attached hereto, and made a part hereof,all of BNSF's ownership interest in all personal property that, on the date of the Closing, does not constitute improvements on the Rail Line,but which then are present on the real property comprising the Rail Line. This conveyance shall be subject to the terms and conditions set forth in this Agreement, the Bill of Sale, the Quitclaim Deed and/or any agreement 2 assigned by BNSF to City by the terms of this Agreement. (d) BNSF hereby assigns to City, effective on the date of Closing, subject to all terms and conditions set forth in this Agreement, the Quitclaim Deed, the Bill of Sale and/or any agreement assigned by BNSF to City by the terms of this Agreement, all assignable rights and obligations of BNSF to the extent such rights and obligations are effective after Closing, to the extent that they are related to the Rail Line and are set forth in any agreement identified on Exhibit C attached hereto and made a part hereof. City hereby accepts the assignment of all such rights and obligations of BNSF, effective on the date of Closing, in accordance with the terms of each applicable agreement and the terms of this Agreement. BNSF,and not City, shall be responsible for performing all of BNSF's duties in assigned agreements which are required to be performed on or before the date of Closing. City, and not BNSF, shall be responsible for performing all assigned duties in assigned agreements which are required to be performed after the date of Closing. City acknowledges that BNSF reserves, and City does not acquire, all rights and obligations set forth in any agreement identified in Exhibit C to the extent those rights or obligations are related to property owned by BNSF after Closing. If any contract is related to the Rail Line and is intended to be assigned by BNSF to City, in whole or in part, but inadvertently is not identified in Exhibit C,BNSF promptly shall provide to City a copy of any such contract immediately upon locating it, and City, as of the date of its receipt of such copy, shall assume the rights and obligations in such contract to the extent they are related to the Rail Line. BNSF believes that Exhibit C is a complete or nearly complete list of all contracts related to the Rail Line that are intended to be assigned by BNSF to City. City shall make no claim against BNSF arising out of any failure to obtain a consent to assignment from any party to any agreement assigned by BNSF to City, in whole or in part. BNSF 3 does not believe that any consents to such assignments are necessary. 2. Conditions of Donation. City hereby accepts the following conditions to BNSF's donation of the Rail Line, and it's conveyance and assignment to City of other rights and obligations as described in Paragraph 1: (a) City accepts all transferred real property and personal property "AS IS, WHERE IS" and "with all faults." City acknowledges that certain track materials are missing from the Rail Line and that it cannot support train operations until certain repairs are made. (b) Commencing at 12:01 a.m. on the date following Closing, and continuing thereafter, City shall assume all common carrier obligations related to the Rail Line. (c) City shall take all actions and execute all documents that may be necessary or helpful in connection with BNSF's charitable donation tax deduction for donation of the Rail Line, including City executing the Donee Acknowledgment section of Internal Revenue Service Form 8283. (d) City shall pay all costs of Closing (except BNSF's cost of preparation of documents to be delivered at Closing), including, but not limited to, any escrow and service fees,real estate transfer taxes, excise taxes,recording fees and sales taxes associated with this Agreement or any of the conveyances governed by this Agreement. 4 3. Government Approval. City, at its sole expense, shall prepare and file such documents as may be required to secure approval, or exemption from approval, of this transaction by the federal Surface Transportation Board ("STB"). City shall make all reasonable efforts to obtain this approval or exemption in time for this transaction to close on November 16, 2000. City shall permit BNSF to review prior to filing all documents proposed by City to be filed with the STB or any court to secure legal approval or exemption of this transaction. 4. Representations and Warranties. (a) BNSF hereby represents and warrants to City, and City's successors and assignees, the following facts, as of the date of this Agreement and as of the date of Closing: (1) BNSF is a corporation duly organized,validly existing,and in good standing under the laws of the State of Delaware, and is qualified to do business as a foreign corporation in the State of Washington. (2) BNSF has the corporate power and authority to enter into this Agreement and carry out its obligations under this Agreement; (3) The execution,delivery and performance of this Agreement have been duly authorized and approved by all necessary corporate actions of BNSF, and no further corporate proceedings of BNSF are required to complete the transactions covered by this Agreement; (4) All of BNSF's obligations set forth in this Agreement constitute legal, valid 5 and binding obligations of BNSF which are enforceable against BNSF in accordance with their terms, except to the extent enforcement may be limited by bankruptcy, insolvency or reorganization law; (5) There is no provision in the Certificate of Incorporation or By-Laws of BNSF which prohibits the execution of this Agreement or consummation of the transactions covered by this Agreement; and (6) No representation or warranty by BNSF in this Agreement contains any untrue statement of a material fact, nor omits any material fact that is necessary to make any representation or warranty not materially misleading. (b) City hereby represents and warrants to BNSF, and all successors and assignees of BNSF, the following facts, as of the date of this Agreement and as of the date of Closing, except where specifically noted to be as of the date of Closing only: (1) City is municipality duly organized, validly existing and in good standing under the laws of the State of Washington; (2) City is a qualified donee within the meaning of Section 170(c)(1) of the Internal Revenue Code of 1986, as amended; (3) City has all requisite business authority to purchase BNSF's rights and properties which are conveyed to City by this Agreement; to enter into this Agreement; to conduct rail freight transportation business on the Rail Line (as of the date of Closing only); and to perform all of City's obligations under this Agreement; (4) The execution of this Agreement and consummation of the transactions which 6- - ' 1 are a part of this Agreement have been duly authorized and approved by all necessary actions by City, and immediately upon execution of this Agreement by City's authorized representative, all of City's obligations set forth in or referenced in this Agreement shall constitute legal, valid and binding obligations of City, or City's successors or assignees, which obligations are enforceable against City in accordance with their terms, except to the extent enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally and the application of general principles of equity; (5) There is no provision in the Charter of City,or any applicable law, ordinance or regulation, that prohibits the City's execution of this Agreement or it's consummation of the transactions covered by this Agreement; (6) As of the date of Closing only, City shall have obtained all legal authority which is necessary to enable City lawfully to conduct rail freight transportation operations over the Rail Line as a common carrier, commencing at 12:01 a.m. on the day following the date of Closing; and (7) No representation or warranty by City in this Agreement contains any untrue statement of a material fact, nor omits any material fact that is necessary to make any representation or warranty not materially misleading. 5. Inspection and Condition of the Rail Line. (a) By signing this Agreement, City acknowledges that City has inspected the 7 r , Rail Line, including all improvements and structures on the Rail Line, and all land to be conveyed as part of this transaction. City further acknowledges that: (i) except as set forth in this Agreement, no representation has been made by BNSF to City concerning the state or condition of the Rail Line, or the age of any improvements on the Rail Line; (ii) City has not relied upon any statement or declaration of BNSF,oral or in writing,as an inducement to entering into this Agreement, other than as stated in this Agreement; and(iii) all terms of this transaction are set forth in this Agreement. (b) BNSF HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AS TO THE DESIGN OR CONDITION OF THE RAIL LINE, ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE RAIL LINE, OR THE CONFORMITY OF THE RAIL LINE TO ITS INTENDED USES. BNSF SHALL NOT BE LIABLE TO CITY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT) WITH RESPECT TO THE DESIGN, CONDITION, QUALITY, SAFETY,MERCHANTABILITY,OR FITNESS FOR ANY PARTICULAR PURPOSE, OF THE RAIL LINE, OR THE CONFORMITY OF THE RAIL LINE TO ITS INTENDED USES. BNSF DONATES AND CONVEYS, AND CITY ACCEPTS,THE RAIL LINE IN "AS IS, WHERE IS" AND "WITH ALL FAULTS" CONDITION,AND SUBJECT TO ALL LIMITATIONS ON THE RIGHTS, INTEREST AND TITLE OF BNSF TO THE PROPERTY COMPRISING THE RAIL LINE. 6. Liability and Indemnity. (a) Cooperation in Defense. City and BNSF agree that, following the date of Closing, 8 they will cooperate as necessary in defense of any claim, demand, investigation or litigation arising out of the ownership or operation of the Rail Line. (b) Definition of Losses. In this Agreement, the term "Losses" shall include all costs, expenses, fees or liabilities of, or in any way related to: (i) any violation of law or regulation, (ii) any damage to property,the environment or natural resources, (iii) any bodily injury or death of any person, or (iv) the breach of any contract, including this Agreement to the extent set forth in this Agreement. "Losses" shall include,but not be limited to, all costs of claims, activities in response to enforcement,costs of investigation and remediation,damages,judgments, awards,orders,decrees, payments, fines,penalties,assessments,court costs,and attorney, consultant and expert witness fees, and shall include cost recovery or contribution claims made pursuant to CERCLA or similar federal or state laws. (c) General Liability and Indemnity. (1) BNSF's General Liability and Indemnity. Except as provided in Paragraph 6(d) of this Agreement,BNSF shall be responsible for, and shall indemnify, defend and hold harmless City fully against, all Losses which: (i) arise out of BNSF's ownership or operation of the Rail Line, prior to the date of Closing; or (ii) result from any breach by BNSF of any representations or warranties of BNSF that are set forth in this Agreement, or any failure by BNSF to perform any obligations of BNSF under this Agreement. (2) City's General Liability and Indemnity. Except as provided in Paragraph 6(d) of this Agreement, and further except for Losses resulting from one or more representations or warranties of BNSF as set forth in this Agreement 9 containing any untrue or materially misleading statement of a material fact, or omitting any material fact that is necessary to prevent that representation or warranty from being materially misleading, City shall be responsible for, and shall indemnify, defend and hold harmless BNSF fully against, regardless of any negligence of BNSF, all Losses which: (i) arise out of City's ownership or operation of the Rail Line after 12:01 a.m. on the day following the date of Closing; (ii) result from any breach by City of any of its representations or warranties set forth in Paragraph 4(b) of this Agreement, or any failure by City to perform any of its obligations under this Agreement; (iii) result from claims of third parties caused by City's nonperformance or required performance under any contract, lease, permit, license, easement or commitment relating to the Rail Line, if that contract, lease,permit, license, easement or commitment is identified in Exhibit C, or City has notice by BNSF of it and such contract, lease, permit, license, easement or commitment was intended to be assigned to, and assumed by, City at Closing; and (iv) are proximately caused, to any extent, by the activities, operations or presence of City or any of its agents, contractors, representatives,permittees or invitees,or any of their employees, who are on or near the Rail Line. (d) Environmental Liability and Indemnity. (1) City's Acknowledgments with Respect to the Rail Line. City acknowledges that BNSF has provided City with full access to inspect the Rail Line. 10 (2) BNSF's Environmental Liability and Indemnity. Notwithstanding any other liability or indemnification provision in this Agreement, BNSF shall be responsible for, and shall indemnify, defend and hold harmless City (including its successors and assignees)fully against, Losses incurred due to any claim, demand or litigation,to the extent it is based on any violation or requirement of any applicable environmental statute, ordinance, rule, regulation, order or decision(collectively, "Environmental Laws"), and the Tosses arise from: (i) any chemical, material or substance that is now, or at the time in question is, regulated or governed by any law, the release of which creates any liability under any applicable law; or(ii)any other material which, when released, would cause ecological damage in violation of any applicable Environmental Laws (items described by (i) or (ii) above are referenced hereinafter as "Hazardous Materials")located on,under or near the Rail Line,to the extent that such Losses: (A) were caused by one or more acts or omissions of BNSF that occurred prior to the date of Closing,and that could not have been discovered by City in a reasonable inspection of the Rail Line; and (B) result from any written claim made by a party other than City, ("Claims")that is delivered to BNSF within one year following the date of Closing; and (C) exceed$10,000 in the aggregate in that year. (3) City's Environmental Liability and Indemnity. As a condition of BNSF's 11 donation of the Rail Line, and notwithstanding the liability and indemnity provisions set forth in Paragraph 6(c) of this Agreement, City shall be responsible for,and shall indemnify,defend, and hold harmless BNSF fully against, regardless of any negligence of BNcF, Losses incurred due to any claim, demand or litigation, to the extent it is based on any violation or requirement of any applicable environmental statute, ordinance, rule, regulation, order or decision, and the Losses arise from any Hazardous Materials located on, under or near the Rail Line, to the extent that such Losses either: (A) resulted from any cause or causes that were not the result of one or more acts of BNSF that occurred prior to the date of Closing which could not have been discovered by City in a reasonable inspection of the Rail Line; or (B) were caused by one or more acts of BNSF that occurred prior to the date of Closing which could not have been discovered by City in a reasonable inspection of the Rail Line, and result from a Claim delivered to BNSF within one year following the date of Closing,but only up to $10,000 in the aggregate in that year; or (C) do not result from a Claim that is delivered to BNSF within one year following the date of Closing. (4) Arbitration of Allocation of Liability Between City and BNSF. Any dispute between City and BNSF as to allocation between them of Losses for which 12 t both City and BNSF are responsible under the terms of this Paragraph 6 shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association, or with the rules of such other alternative dispute resolution ser,,:ce as BNSF and City may agree. (5) City To Comply With Hazardous Materials Laws. City agrees to comply with all applicable federal, state and local laws, regulations and rules concerning handling and disposal of Hazardous Materials in connection with City's ownership of, and activities on and near, the Rail Line. (6) Liability Remedies and Obligations Are Exclusive. City and BNSF agree that the remedies and obligations set forth in this Paragraph 6 shall be exclusive remedies and obligations of each one to the other with respect to any Losses relating to the release or existence of Hazardous Materials on or near the Rail Line. (e) BNSF to Deliver Certain Property Records to City. BNSF shall make good faith efforts to deliver to City, at or before the date of Closing, originals or copies of whatever records, prints, archival information, or other evidence that BNSF locates in-a reasonable search of BNSF's records,which bears upon the use of,maintenance,or title to the real estate comprising the Rail Line. If, at any time after Closing, BNSF locates any other documents which bear upon the use of, maintenance, or title to any such real estate, BNSF promptly shall provide originals or copies of those documents to City. BNSF shall indemnify and hold harmless City against any and all Losses that City incurs that result from BNSF not having delivered any relevant and necessary documents which bear upon the use of, maintenance, or title to any such real estate at or before Closing. 13 7. Assignment. Any assignee, including any successor in interest, of City's rights under or property acquired by thiE Agreement, must first assume in writing delivered to BNSF all of City's continuing and existing, or thereafter arising, obligations under this Agreement, and under any then effective contract assigned by BNSF to City, in whole or in part, in accordance with the terms of this Agreement. 8. Obligations are Continuing. The representations,warranties and obligations of BNSF and City in this Agreement are continuing and survive the Closing and delivery of the Quitclaim Deed. Terms of continuing obligations in this Agreement are subject to amendment only by a written contract signed by City and BNSF, or their respective successors or assignees. 9. Liens and Encumbrances. BNSF represents and warrants that,to BNSF's knowledge,BNSF has not caused or suffered, and will not cause or suffer prior to the date of Closing, any liens or encumbrances to secure the payment of a debt of BNSF to be filed against the Rail Line which would materially adversely affect City. BNSF represents and warrants that,to BNSF's knowledge, except for: (i)the lien of BNSF's General Lien Mortgage, dated November 10, 1896,between BNSF's predecessor, Northern Pacific Railway, and the Mercantile Trust Company, as supplemented, and (ii)the lien of BNSF's Consolidated Mortgage, dated March 3, 1970, between BNSF's predecessor, Burlington 14 Northern,Inc., and Morgan Guaranty Trust Company of New York, as supplemented(collectively, "Mortgages"), BNSF has not caused or suffered any lien or encumbrance to secure the payment of a debt of BNSF to be filed against BNSF's ownership interest in the Rail Line, and BNSF warrants that the liens of the Mortgages will not materially adversely affect City. BNSF will deliver to City, within a year following Closing, an executed release of BNSF's ownership interest in the Rail Line from the liens of the Mortgages. Until such releases are delivered to City, BNSF shall indemnify City against any Losses that City incurs after Closing that result from BNSF not having delivered such executed releases to City. City agrees to take title to the Rail Line assets and ownership interests conveyed by the terms of this Agreement subject to all liens and encumbrances on those assets and ownership interests. 10. Pending Public Works Projects. BNSF has no knowledge of any pending government funded public works projects on the Rail Line. 11. City to Offer to Hire BNSF's Qualified Employees. City shall consider for initial employment in operating and maintaining the Rail Line any of BNSF's employees who are eligible to work on the Rail Line on the date of this Agreement. City shall give priority hiring consideration for any such positions to such employees of BNSF who are represented by the Brotherhood of Maintenance of Way Employees. City shall offer to hire for any such positions at salary levels and other terms and conditions of employment that are determined by City to be appropriate, all of those employees who City, in its sole discretion, determines to be 15 best qualified and needed. City promptly shall notify BNSF of the name of each of BNSF's current employees who City offers to hire, and also the name of each of these employees who City actually hues. City shall assume a neutral stance in any Brotherhood of Maintenance of Way Employees union organizing effort. 12. Closing. (a) The closing("Closing")of this transaction shall occur on November 16,2000, or another date mutually agreed by the parties in writing. (b) At Closing, BNSF shall deliver to City the following documents: (1) An original executed, attested and notarized Quitclaim Deed to the Rail Line in exact form as the Quitclaim Deed attached hereto as Exhibit A; and (2) An executed Bill of Sale in exact form as the Bill of Sale attached hereto as Exhibit B. (c) At or before Closing, Shortline shall deliver to BNSF copy of City's City Code, and any applicable Sections from the Revised Code of Washington, as adopted by reference by the City in the City Code. 13. Proration. Prepaid rentals, utilities, and other income or fees attributable to the Rail Line interests to be transferred by BNSF to City, under the terms of this Agreement shall be prorated between BNSF and City in such manner as to allocate to BNSF all income and expenses attributable 16 to the Rail Line that has been received,or for which bills have been received,on or prior to the date of Closing; and to allocate to City all income and expenses attributable to the Rail Line that is received, or for which bills are received, after the date of Closing. BNSF shall be responsible for all real estate taxes applicable to the Rail Line through the date of Closing. City shall be responsible for any taxes applicable to City as owner of the Rail Line after the date of Closing. 14. Interchange. (a) City and Railway may interchange rail freight traffic, cars and locomotives to and from each other on tracks on the northeastern end of the Rail Line,at Roy, Washington. The track or tracks used for this interchange shall be known as the"Interchange Track." (b) Cars and their contents that are delivered by one party to the other on the Interchange Track shall be deemed to be in the possession of the receiving party as of the time they are placed on the Interchange Track and uncoupled from the delivering party's train or engine,except that if any such car is rejected by the receiving party under the Interchange Rules of the Association of American Railroads ("AAR") or any successor rules,the refused car shall be deemed to remain in the possession of the delivering party until that car is accepted by the receiving party. 15. Car Hire Costs. The party in possession of any car shall be responsible for all car hire costs,per diem expenses and mileage allowances payable with respect to such car, for any per diem charges for trailers or containers carried by such car, or for any equipment use charges applicable to any RoadRailer equipment or similar carless intermodal technology. 17 16. City and BNSF to Publish Combination Rates to and From Roy, Washington. BNSF may establish combination rates to and/or from Roy, Washington, as appropriate,to handle rail freight traffic interchanged between BNSF and City at Roy, Washington. City may establish combination rates to and/or from Roy, Washington, as appropriate,to handle the rail freight traffic that originates or terminates on the Rail Line. 17. Time is of the Essence. Time is of the essence in this Agreement. 18. Transfer of Operations. All responsibility and authority for conducting rail operations on the Rail Line shall be transferred from BNSF to City at 12:01 a.m. on the day following the date of Closing. 19. Transfer of Liabilities; Payment of Charges. For the period before and including the day of Closing, BNSF shall be responsible for: (a)all common carrier rail operations, including car supply,on the Rail Line; (b)any freight loss and damage claims attributable to rail operations over the Rail Line; and (c) all car accounting and all car hire and car mileage allowance payments relating to rail operations over the Rail Line. At and after 12:01 a.m. on the day following the date of Closing, City shall be responsible for: (d) all common carrier rail operations, including car supply, on the Rail Line; (e) any freight loss and damage claims attributable to rail operations over the Rail Line; and (f) all car accounting and all 18 car hire and car mileage allowance payments relating to rail operations over the Rail Line. 20. Electronic Data Interchange. Within six months following the month u, which City and BNSF interchange any freight cars at Roy, Washington, City must have the ability to send and receive electronically waybills, advanced consists, and bills of lading; as well as Train II reports and passing/placement reportings for performance purposes. Transaction reporting should be at industry standard levels or one level behind. 21. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. 22. Effect of Waiver. Any waiver by any party to this Agreement, or failure by any such party to insist upon full and complete performance by any other party to this Agreement of its obligations set forth in this Agreement, shall not constitute a waiver or release of such party's right to insist upon full and complete performance of any other obligations in this Agreement, or a waiver or release of such party's right to insist upon full and complete performance of the obligations that were waived or not enforced for periods prior to, or following, the waiver or failure to insist upon full and complete performance. This Agreement shall be amended or modified only by written agreement signed by all-three parties hereto. 19 23. Notices. All notices and other communications under this Agreement shall be in writing and deemed properly served if dedvered by hand to the party addressed or, if mailed, when received by the United States Postal Service in registered or certified mail, postage prepaid, or, if sent by a national overnight service, when received by the carrier service in a prepaid mailer, return receipt requested, addressed as follows: BNSF: Mr. Jerome M. Johnson Assistant Vice President Shortline Development The Burlington Northern and Santa Fe Railway Company 2600 Lou Menk Drive Fort Worth,Texas 76131 City: Ms. Shelly Badger City Administrator, City of Yelm 105 Yelm Avenue West P.O. Box 479 Yelm, Washington 98597 Either party hereto may change its address or addressee to which notices are to be given by providing written notice of the change to the other party. 24. Confidentiality. Except to the extent that the terms of this Agreement are required to be disclosed by the STB, by order of any court of competent jurisdiction or any governmental agency, or by laws or regulations applicable to the City entering into this transaction,each party to this Agreement shall 20 not disclose the contents of this Agreement to any other party, without the prior written consent of the other parties to this Agreement. Any party who learns of any of the terms of this Agreement shall be required by the parry to this Agreement who is disclosing the information not to disclose those terms to any other parry without the prior written consent of both parties to this Agreement. 25. Entire Agreement; Integration of Agreement. This document, together with all Exhibits attached hereto, constitutes the entire agreement between City, BNSF and Railway relating to this transaction. Any other prior or contemporaneous agreements,understandings,representations or statements,whether oral or written, relating to this transaction are merged herein. The headings and titles to provisions in this Agreement are for convenience only,and shall not be deemed to modify or affect the rights or duties of City or BNSF. All rights and obligations of City and BNSF set forth in this Agreement, or in any Exhibit attached hereto, are integral parts of this Agreement. The parties agree that the terms herein have been arrived at by mutual negotiation and that no terms herein shall be presumptively construed against either party regardless of who drafted it in the first instance. 21 IN WITNESS WHEREOF, authorized representatives of City and BNSF have executed this Agreement as of this ��day of November, 2000. THE BURLINGTON NORTHERN AND CITY OF YELM SANTA FE RAILWAY COMPANY By: — By: & Peter . Rickershauser 'LL �� Vice President a� Network Development NA1awmkg\dww\contracts\yelm donation4 22 EXHIBIT A QUITCLAIM DEED THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY, a Delaware corporation, Grantor, hereby donates, conveys and quitclaims to Grantee, CITY OF YELM, a municipality in the State of Washington,without any covenants of warranty whatsoever and without recourse to Grantor, its successors or assignees, all of Grantor's rights, title and interest, if any, in real estate and improvements constituting Grantor's rail corridor between Milepost 20.99, in Roy, Washington, and the southwestern end of this rail line corridor at or near Milepost 25.26, in Yelm, Washington, which real estate and improvements are situated in Pierce and Thurston Counties, Washington, the boundaries of which are more particularly described in Attachment 1, attached hereto (hereinafter"Premises"). SUBJECT,however,to all existing interests in the Premises, including but not limited to all reservations, easements and other encumbrances, of record or otherwise. EXCEPTING AND RESERVING unto Grantor, its successors and assignees, a license for 99 years (or until any earlier date on which all rail service is abandoned on the rail line on the Premises), to operate over such portion of track on the Premises at or near Roy, Washington as is necessary or convenient to interchange rail traffic between Grantor and Grantee, or Grantee's successor or assignee. -1- IN WITNESS WHEREOF,Grantor has caused this instrument to be signed by its authorized representative, and its corporate seal to be axed hereto, on the day of November, 2000. THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY By: �C- velopment 3eP6 fit / AT' By: Assistant Secretary -2- STATE OF TEXAS ) ss. COUNTY OF TARRANT ) On this day of November,2000,before me,the undersigned,a Notary Public in and for the State of Texas, duly commissioned and sworn,personally appeared Peter J. Rickershauser,Vice President, Network Development, and an Assistant Secretary, respectively, of The Burlington Northern and Santa Fe Railway Company, the corporation that executed the foregoing instrument, and acknowledged the execution thereof to be the free and voluntary act and deed of such officer and the voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they are authorized to execute the foregoing instrument and that the seal affixed in the corporate seal of said corporation. Witness my hand and official seal affixed the day and year first above written. Notary My corn. EXHIBIT B BILL OF SALE THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY(`BNSF") hereby donates and conveys to CITY OF YELM all of BNSF's rights, title and interest to the following unaffixed personal property located on BNSF's rail corridor between Milepost 20.99 in Roy, Washington and the end of this rail line at or near Milepost 25.26, in Yelm, Washington. BNSF HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY,WHETHER EXPRESS OF IMPLIED, AS TO THE DESIGN OR CONDITION OF ANY SUCH PERSONAL PROPERTY HEREBY CONVEYED, ITS MERCHANTABILITY, OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. BNSF SHALL NOT BE LIABLE TO CITY OF YELM FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO THE DESIGN, CONDITION, QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OF THE PERSONAL PROPERTY CONVEYED HEREBY. IN WITNESS WHEREOF, BNSF has caused this Bill of Sale to be executed by its duly authorized representative this day of November, 2000. THE TAT- �\ AND SANTA FE RAI► By: Pt ViL _,,Network Development J ATTACHEMENT 1 THE REAL ESTATE AND IMPROVEMENTS THAT CONSTITUTES THAT PORTION OF THAT CERTAIN LINE OF RAILROAD DESIGNATED IN THE RECORDS OF THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY'S (FORMERLY NORTHERN PACIFIC RAILWAY COMPANY) AS THE LAKE VIEW SUBDIVISION, CONNECTING ROY (NEAR MILE POST 20.99) TO YELM (NEAR MILE POST 25.56), WASHINGTON, THE REAL ESTATE VARYING IN WIDTH ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS SECTIONS 4, 9 AND 16, ALL IN TOWNSHIP 17 NORTH, RANGE 2 EAST OF THE WILLAMETTE MERIDIAN, PIERCE COUNTY, WASHINGTON, AND SECTIONS 16, 17, 19 AND 20, ALL IN TOWNSHIP 17 NORTH, RANGE 2 EAST, W. M., THURSTON COUNTY, WASHINGTON, MORE PARTICULARLY DESCRIBED AS FOLLOWS,TO-WIT: PIERCE COUNTY ALL THAT PORTION OF SAID RAILWAY COMPANY'S 100.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 50.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE SEI/4NEI/a AND THE SEI/a OF SAID SECTION 4, THE NEI/4NW1/4NE1/a OF SAID SECTION 9, AND THE WESTERLY THREE-FOURTHS OF THE ISAAC BASTIAN DONATION LAND CLAIM NO. 39, IN SAID SECTION 9, BOUNDED ON THE NORTH BY THE NORTH LINE OF SAID SEI/4NE1/a, AND BOUNDED ON THE SOUTH BY THE SOUTHWESTERLY BOUNDARY OF SAID ISAAC BASTIAN DONATION LAND CLAIM NO. 39;ALSO, AN ADDITIONAL STRIP 30 FEET IN WIDTH ON EACH SIDE OF, PARALLEL WITH AND ADJACENT TO THE SOUTHERLY 1400 FEET OF THE HEREINABOVE DESCRIBED 100.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING THE SAME PROPERTY DESCRIBED IN WARRANTY DEED FROM HENRY MURRAY, ET UX TO THE NORTHERN PACIFIC RAILWAY COMPANY FILED FOR RECORD SEPTEMBER 6, 1902 IN BOOK 186 OF DEEDS, PAGE 571 IN AND FOR SAID COUNTY;ALSO, ALL THAT PORTION OF SAID RAILWAY COMPANY'S 400.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 200.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS GOVERNMENT LOTS 1 AND 2 OF SAID SECTION 9, AND THE NVz OF SAID SECTION 16, BOUNDED ON THE NORTHEAST BY THE SOUTHWESTERLY BOUNDARY OF SAID ISAAC BASTIAN DONATION LAND CLAIM NO. 39, IN SAID SECTION 9, AND BOUNDED ON THE SOUTHWEST BY THE CENTER OF NISQUALLY RIVER, ALSO BEING THE SOUTHERLY BOUNDARY OF PIERCE COUNTY. y c THURSTON COUNTY ALL THAT PORTION OF SAID RAILWAY COMPANY'S 400.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 200.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS GOVERNMENT LOT 1 OF SAID SECTION 16, BOUNDED ON THE NORTHEAST BY THE CENTER OF NISQUALLY RIVER, ALSO BEING THE NORTHERLY BOUNDARY OF THURSTON COUNTY, AND BOUNDED ON THE SOUTHWEST BY THE WEST LINE OF SAID SECTION 16;ALSO, ALL THAT PORTION OF SAID RAILWAY COMPANY'S 200.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 100.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS GOVERNMENT LOTS 4 AND 9 AND THE SW'/4NEI/a OF SAID SECTION 17, BOUNDED ON THE NORTHEAST BY THE EAST LINE OF SAID SECTION 17, AND BOUNDED ON THE SOUTHWEST BY THE SOUTH LINE OF SAID SWI/4NEI/a; ALSO, ALL THAT PORTION OF SAID RAILWAY COMPANY'S 100.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 50.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE NWI/4SEI/a AND THE SWI/a OF SAID SECTION 17, THE NWI/4NWI/a OF SAID SECTION 20, AND THE NEI/a AND THE SEI/4SEI/4NWI/a OF SAID SECTION 19, BOUNDED ON THE NORTHEAST BY THE NORTH LINE OF SAID NWI/4SEI/a OF SECTION 17, AND BOUNDED ON THE SOUTHWEST BY THE SOUTH - LINE OF SAID SEI/4SEI/4NWI/a OF SAID SECTION 19; ALSO, A 30.0 FOOT WIDE CORRIDOR, BEING 15.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE SWI/a OF SAID SECTION 19, BOUNDED ON THE NORTHEAST BY THE NORTH LINE OF SAID SWIA, AND BOUNDED ON THE SOUTHWEST BY THE SOUTHWESTERLY BOUNDARY OF THE PLATTED PORTION OF YELM, WASHINGTON, SAID SOUTHWESTERLY BOUNDARY ALSO BEING THE NORTHEASTERLY BOUNDARY OF THAT PORTION OF SAID RAILWAY COMPANY'S YELM TO TENINO, WASHINGTON BRANCH LINE RIGHT OF WAY CONVEYED TO THURSTON COUNTY, WASHINGTON BY QUITCLAIM DEED DATED AUGUST 14, 1996. EXHIBIT C Agreements Assigned to City of Yelm In Whole or In Part Page 1 EXHIBIT C Date: 11/01/2000 Agreements Assigned in Full or in Part To the City of Yelm,Washington Contract Cancellation Contract Contract No. Contractor(s)/Description Date Date Location Type Code BF 00010856.00 PUGET SOUND ENERGY, INC. 06/15/1999 WA, YELM PR-PW/BNSF ELECTRIC WIRE LINE, LS. 52, MP. 23 -CAT-NO.: 501101 BN 00002044.00 WASHINGTON, STATE OF 06/16/1972 WA,YELM GV-XS/BNRR IMPROVE CROSSING SIGNALS, MP. 25+2973 BN 00003302.00 MCLINS, INC. 06/11/1973 WA,YELM ID-IT/BNRR CMO&O INDUSTRIAL TRACK&CROSSING, MP. 25+723 BN 00007218.00 HARSCO CORP. 12/30/1976 WA, YELM ID-IT/BNRR M&O INDUSTRIAL SPUR TRACK, MP. 24+4010 CX 85016001.00 SILVASEED CO. 03/20/1985 WA, ROY PR-PC/BNRR PRIVATE ROAD CROSSING, MP. 21+150 CX 86016044.00 PAISLEY, PATRICIA ANN & MARKUS, LEWIS H. 06/16/1986 WA, YELM PR-PC/BNRR M&O ROAD CROSSING UNDER RR. BRIDGE NO. 22.1 CX 90016022.00 DROBOT, STEVE& DOROTHY M.AND 12/03/1993 WA, ROY PR-PC/BNRR REEDER, RICHARD&LINDA L. PRIVATE ROAD CROSSING; LS.400, MP. 21.03 LC 00210734.00 YELM TELEPHONE CO. 06/01/1973 WA,YELM PR-PW/BNRR OHD TELEPHONE WIRE CROSSING, MP. 25+854 LC 00216559.00 STRINGHAM, H. R. 12/16/1974 WA, ROY PR-PC/BNRR PRIVATE CROSSING, MP.21+150 LC 00221899.00 YELM, CITY OF 06/16/1976 WA, YELM PR-PL/BNRR WATER PIPELINE CROSSING, MP. 25+917 LC 00238157.00 CABLE TV PUDGET SOUND, INC. 07/01/1981 WA, YELM PR-PW/BNRR ASSIGNED TO VIACOM CABLEVISION, INC. OHD TV CABLE CROSSING, MP. 25+3002 NP 00007349.00 CENTRALIA, CITY OF 06/23/1929 WA, YELM GV-GN/BNRR PERMANENT SIPHON UNDERCROSSING, MP. 24+716 -LAW-NO.: 15024 Page 2 EXHIBIT C Date: 11/01/2000 Agreements Assigned in Full or in Part To the City of Yelm,Washington Contract Cancellation Contract Contract'No. Contractor(s)/Description Date Date Location Type Code NP 00013981.00 MURRAY, NELSON 07/22/1904 WA, ROY PR-PUBNRR 3/4 INCH WATER PIPELINE NP 00019290.00 PACIFIC TELEPHONE&TELEGRAPH CO. 06/15/1914 SYSTEM PR-PW/BNRR ASSIGNED TO PACIFIC NORTHWEST BELL TELEPHONE CO. ASSIGNED TO US WEST COMMUNICATIONS, INC. MASTER GENERAL CROSSING AGMT., SUPPLEMENT NO. 660, OHD TELEPHONE WIRE LINE CROSSING, MP. 21+548 -LAW-NO.: 27737 NP 00038623.00 AVERY, G.A. 05/05/1922 WA, ROY PR-PW/BNRR ELECTRIC WIRE LINE CROSSING NP 00040855.00 THURSTON COUNTY UTILITIES CO. 12/20/1923 WA, YELM PR-PW/BNRR OHD ELECTRIC WIRE LINE CROSSING, MP. 25+900 NP 00066454.00 PUGET SOUND POWER& LIGHT CO. 11/15/1946 WA, YELM PR-PW/BNRR ELECTRIC WIRE LINE, MP. 25+1705 NP 00095881.00 OLYMPIC PIPELINE CO. 05/01/1965 WA, ROY PR-PUBNRR PETROLEUM PIPELINE CROSSING, MP. 21+607 NP 00095882.00 OLYMPIC PIPELINE CO. 05/01/1965 WA,YELM PR-PUBNRR LONGITUDINAL PETROLEUM PIPELINE NP 00096020.00 PUGET SOUND POWER& LIGHT CO. 07/01/1965 WA, ROY PR-PW/BNRR OHD ELECTRIC WIRE LINE CROSSING, MP. 21+548 NP 00097220.00 YELM, TOWN OF 06/01/1966 WA, YELM PR-PUBNRR 2 WATER PIPELINE CROSSINGS, MP. 25+917& MP. 25+3965 NP 00097261.00 WASHINGTON NATURAL GAS CO. 07/01/1966 WA, YELM PR-PUBNRR NATURAL GAS PIPELINE CROSSING, MP. 25+875 NP 00098040.00 PUGET SOUND POWER& LIGHT CO. 01/15/1967 WA, YELM PR-PW/BNRR OHD ELECTRIC WIRE LINE CROSSING, 25+178 Page 3 EXHIBIT C Date: 11/01/2000 Agreements Assigned in Full or in Part To the City of Yelm,Washington Contract Cancellation Contract Contract No. Contractor(s)/Description Date Date Location Type Code PX 85016048.00 YELM TELEPHONE CO. 07/08/1985 WA, YELM PR-PW/BNRR UGD LONGITUDINAL TELEPHONE CABLE, MP. 24+4235& MP. 25+743 PX 92016225.00 YELM, CITY OF 12/01/1992 WA,YELM PR-PL/BNRR PIPELINE CROSSING, LS. 400, MP. 24.14 PX 92016226.00 YELM, CITY OF 12/01/1992 WA, YELM PR-PL/BNRR SEWER PIPELINE CROSSING, LS. 400, MP. 25.16 PX 93016233.00 PUGET SOUND POWER & LIGHT 11/16/1993 WA, YELM PR-PW/BNRR OHD ELECTRIC WIRE LINE, LS.400, MP. 24.97 PX 94020688.00 YELM TELEPHONE CO. 12/23/1994 WA, YELM PR-PW/BNRR UGD CABLE CROSSING, LS. 400, MP. 24.98 PX 95021190.00 VIACOM CABLE 11/08/1995 WA, YELM PR-PW/BNRR UGD WIRE LINE CROSSING, LS.400, MP. 25.15 QUITCLAIM DEED THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY, a Delaware corporation, Grantor, hereby donates, conveys and quitclaims to Grantee, CITY OF YELM, a municipality in the State of Washington,without any covenants of warranty whatsoever and without recourse to Grantor, its successors or assignees, all of Grantor's rights, title and interest, if any, in real estate and improvements constituting Grantor's rail corridor between Milepost 20.99, in Roy, Washington, and the southwestern end of this rail line corridor at or near Milepost 25.26, in Yelm, Washington, which real estate and improvements are situated in Pierce and Thurston Counties, Washington, the boundaries of which are more particularly described in Attachment 1, attached hereto (hereinafter"Premises"). SUBJECT, however, to all existing interests in the Premises, including but not limited to all reservations, easements and other encumbrances, of record or otherwise. EXCEPTING AND RESERVING unto Grantor, its successors and assignees, a license for 99 years (or until any earlier date on which all rail service is abandoned on the rail line on the Premises), to operate over such portion of track on the Premises at or near Roy, Washington as is necessary or convenient to interchange rail traffic between Grantor and Grantee, or Grantee's successor or assignee. THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY By: Peter Rickershauser Vice President-Network Development •`��N AND Sq V5.c, TF` �•=ATTEST: =-Z :p= 'SEA $y: >'•. o �j Assistant Secretaq NAlaw.mkg\dww\contracts\yelm quitclaim deed —2— STATE OF TEXAS ) ) ss. COUNTY OF TARRANT ) On this 4Q`day of November,2000,before me,the undersigned,a Notary Public in and for the State of Texas,duly commissioned and sworn,personally appeared Peter I Rickershauser,Vice President, Network Development, and an Assistant Secretary, respectively, of The Burlington Northern and Santa Fe Railway Company, the corporation that executed the foregoing instrument, and acknowledged the execution thereof to be the free and voluntary act and deed of such officer and the voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they are authorized to execute the foregoing instrument and that the seal affixed in the corporate seal of said corporation. Witness my hand and official seal affixed the day and year first above written. SHARON V. R Notary Public NO ' ' * * STk� �p(AS gy Con.EV.09/15/ 1 My commission expires: /S v -3- F a ATTACHEMENT 1 THE REAL ESTATE AND IMPROVEMENTS THAT CONSTITUTES THAT PORTION OF THAT CERTAIN LINE OF RAILROAD DESIGNATED IN THE RECORDS OF THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY'S (FORMERLY NORTHERN PACIFIC RAILWAY COMPANY) AS THE LAKE VIEW SUBDIVISION, CONNECTING ROY (NEAR MILE POST 20.99) TO YELM (NEAR MILE POST 25.56), WASHINGTON, THE REAL ESTATE VARYING IN WIDTH ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS SECTIONS 4, 9 AND 16, ALL IN TOWNSHIP 17 NORTH, RANGE 2 EAST OF THE WILLAMETTE MERIDIAN, PIERCE COUNTY, WASHINGTON, AND SECTIONS 16, 17, 19 AND 20, ALL IN TOWNSHIP 17 NORTH, RANGE 2 EAST, W. M., THURSTON COUNTY, WASHINGTON, MORE PARTICULARLY DESCRIBED AS FOLLOWS,TO-WIT: PIERCE COUNTY ALL THAT PORTION OF SAID RAILWAY COMPANY'S 100.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 50.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE SEI/4NEI/a AND THE SETA OF SAID SECTION 4, THE NEI/4NWI/4NEI/a OF SAID SECTION 9, AND THE WESTERLY THREE-FOURTHS OF THE ISAAC BASTIAN DONATION LAND CLAIM NO. 39, IN SAID SECTION 9, BOUNDED ON THE NORTH BY THE NORTH LINE OF SAID SEI/aNEI/a, AND BOUNDED ON THE SOUTH BY THE SOUTHWESTERLY BOUNDARY OF SAID ISAAC BASTIAN DONATION LAND CLAIM NO. 39;ALSO, AN ADDITIONAL STRIP 30 FEET IN WIDTH ON EACH SIDE OF, PARALLEL WITH AND ADJACENT TO THE SOUTHERLY 1400 FEET OF THE HEREINABOVE DESCRIBED 100.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING THE SAME PROPERTY DESCRIBED IN WARRANTY DEED FROM HENRY MURRAY, ET UX TO THE NORTHERN PACIFIC RAILWAY COMPANY FILED FOR RECORD SEPTEMBER 6, 1902 IN BOOK 186 OF DEEDS, PAGE 571 IN AND FOR SAID COUNTY;ALSO, ALL THAT PORTION OF SAID RAILWAY COMPANY'S 400.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 200.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS GOVERNMENT LOTS 1 AND 2 OF SAID SECTION 9, AND THE NI/z OF SAID SECTION 16, BOUNDED ON THE NORTHEAST BY THE SOUTHWESTERLY BOUNDARY OF SAID ISAAC BASTIAN DONATION LAND CLAIM NO. 39, IN SAID SECTION 9, AND BOUNDED ON THE SOUTHWEST BY THE CENTER OF NISQUALLY RIVER, ALSO BEING THE SOUTHERLY BOUNDARY OF PIERCE COUNTY. THURSTON COUNTY ALL THAT PORTION OF SAID RAILWAY COMPANY'S 400.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 200.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS GOVERNMENT . LOT 1 OF SAID SECTION 16, BOUNDED ON THE NORTHEAST BY THE CENTER OF NISQUALLY RIVER, ALSO BEING THE NORTHERLY BOUNDARY OF THURSTON COUNTY, AND BOUNDED ON THE SOUTHWEST BY THE WEST LINE OF SAID SECTION 16;ALSO, ALL THAT PORTION OF SAID RAILWAY COMPANY'S 200.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 100.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS GOVERNMENT LOTS 4 AND 9 AND THE SWI/4NEI/a OF SAID SECTION 17, BOUNDED ON THE NORTHEAST BY THE EAST LINE OF SAID SECTION 17, AND BOUNDED ON THE SOUTHWEST BY THE SOUTH LINE OF SAID SWI/4NEI/a; ALSO, ALL THAT PORTION OF SAID RAILWAY COMPANY'S 100.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 50.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE NWI/aSEI/a AND THE SWI/a OF SAID SECTION 17, THE NWI/4NWI/a OF SAID SECTION 20, AND THE NEI/a AND THE SEI/aSEI/4NWI/a OF SAID SECTION 19, BOUNDED ON THE NORTHEAST BY THE NORTH LINE OF SAID NWI/aSEI/a OF SECTION 17, AND BOUNDED ON THE SOUTHWEST BY THE SOUTH - LINE OF SAID SEI/aSEI/4NWI/a OF SAID SECTION 19; ALSO, A 30.0 FOOT WIDE CORRIDOR, BEING 15.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE SWI/a OF SAID SECTION 19, BOUNDED ON THE NORTHEAST BY THE NORTH LINE OF SAID SWI/a, AND BOUNDED ON THE SOUTHWEST BY THE SOUTHWESTERLY BOUNDARY OF THE PLATTED PORTION OF YELM, WASHINGTON, SAID SOUTHWESTERLY BOUNDARY ALSO BEING THE NORTHEASTERLY BOUNDARY OF THAT PORTION OF SAID RAILWAY COMPANY'S YELM TO TENINO, WASHINGTON BRANCH LINE RIGHT OF WAY CONVEYED TO THURSTON COUNTY, WASHINGTON BY QUITCLAIM DEED DATED AUGUST 14, 1996. EXHIBIT B BILL OF SALE THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY (`BNSF") hereby donates and conveys to CITY OF YELM all of BNSF's rights, title and interest to the following unaffixed personal property located on BNSF's rail corridor between Milepost 20.99 in Roy, Washington and the end of this rail line at or near Milepost 25.26, in Yelm, Washington. BNSF HEREBY DISCLAIMS ANY REPRESENTATION OR WARRAN'T'Y, WHETHER EXPRESS OF IMPLIED, AS TO THE DESIGN OR CONDITION OF ANY SUCH PERSONAL PROPERTY HEREBY CONVEYED,ITS MERCHANTABILITY, OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. BNSF SHALL NOT BE LIABLE TO CITY OF YELM FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO THE DESIGN, CONDITION, QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OF THE PERSONAL PROPERTY CONVEYED HEREBY. IN WITNESS WHEREOF, BNSF has caused this Bill of Sale to be executed by its duly authorized representative this 16 W,day of November, 2000. THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY '�2 By: -lg'D Peter J. 'ckershauser Vice President-Network Development N:law.mkg\dww\contracts\yelm bill of sale THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY REAL ESTATE PURCHASE AND SALE AGREEMENT Property Management P.O.Box 961050 Fort Worth,Texas 76161-0050 October 30, 2000 BUYER'S OFFER 1. The undersigned, hereinafter called "Buyer", offers to purchase 'from, The Burlington Northern and Santa Fe Railway Company herein after called "Seller", all of Seller's right, title and interest in and to that parcel of land situated in or near the city of Yelm, County of Thurston and State of Washington, shown hatched black on map marked Exhibit "A", dated October 27, 2000, attached hereto and made a part hereof(said parcel of land being hereinafter called "the Property") at the price and upon the terms and conditions as follows. PURCHASE PRICE AND PAYMENT 2. Seller may approve or disapprove this Agreement for any reason whatsoever, in Seller's sole and absolute discretion, whether reasonable or unreasonable or whether arbitrary or capricious, subject to the approval of this Agreement by Seller, Buyer agrees to pay to Seller the purchase price of THREE HUNDRED THOUSAND AND NO HUNDRETHS ($300,000.00) for Property, of which the amount of NONE hereinafter called the "deposit", is paid to Seller, or Seller's assignee, to be applied on the purchase price. Said deposit shall be refunded to Buyer if this offer is not accepted by Seller within forty five (45) days from the date of said offer. The balance of said purchase price shall be paid in cash or by certified check to Seller or wire transfer to Seller's account as designated by Seller at the time Seller's deed to said property is delivered to Buyer. Notwithstanding anything set forth herein to the contrary, the balance of the purchase price shall be due ten (10) days from notice that Seller's deed is ready for delivery. Delivery of said deed shall be made at Seller's above stated office TAX-DEFERRED EXCHANGE 3. Seller reserves the right to assign this Agreement to Apex Property & Track Exchange, Inc. ("Apex"). Apex is a qualified intermediary within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended, and Treas. Reg. § 1.1031(k)-1(g), for the purpose of completing a tax-deferred exchange under said_ Section 1031. Seller shall bear all expenses associated with the use of Apex, or necessary to qualify this 1 transaction as a tax-deferred exchange, and, except as otherwise provided herein, shall protect, reimburse, indemnify and hold harmless Buyer from and against any and all reasonable and necessary additional costs, expenses, including, attorneys fees, and liabilities which Buyer may incur as a result of Seller's use of Apex or the qualification of this transaction as a tax-deferred transaction pursuant to Section 1031. Buyer shall cooperate with Seller with respect to this tax-deferred exchange, and upon Seller's request, shall execute such documents as may be required to effect this tax-deferred exchange. CONVEYANCE 4. Seller shall convey or caused to be conveyed, all of Seller's right, title and interest in the premises, if any, to Buyer by Quitclaim Deed subject to the exceptions and reservations, whether or not of record and in accordance with the other terms conditions and reservations contained herein. Buyer shall, as soon as possible after acceptance of this offer, advise the Seller of Buyer's intent to have the premises surveyed. In the event the Seller's description of the premises used in the Deed and the use of an Exhibit map for reference in the Deed is not acceptable to the Buyer, the Buyer shall so advise the Seller of their objections of said description and within 15 days thereof, the Buyer shall, at their expense, arrange for a survey of the premises to be furnished to the Seller. ACCEPTANCE CONSTITUTES AGREEMENT 5. This offer of the Buyer to purchase the premises when duly accepted and signed by the Seller shall constitute the entire agreement between the parties for the sale and purchase of the premises and shall bind and inure to the benefit of the Seller,the Buyer, and their heirs, executors, administrators, successors and assigns. LIQUIDATED DAMAGES AND SPECIFIC PERFORMANCE 6. Time is of the essence of this contract. If the Buyer shall fail to perform this contract within the time limits herein specified, Seller may retain the deposit as liquidated damages, not as a penalty or forfeiture, and declare this contract terminated, or Seller may proceed to have this contract specifically enforced. SUCCESSORS IN INTEREST 7. Wherever referred to herein, the term Buyer shall imply, mean and apply to the Buyer, its successors, assigns, heirs, executors, administrators, or designees, who shall be severally and collectively liable for any and all performance hereunder. Wherever referred to herein the term Seller shall imply, mean and apply to the Seller, its successors, assigns, heirs, executors, administrators, or designees, who shall be severally and collectively liable for any and all performance hereunder. OTHER TERMS AND CONDITIONS 8. Real Estate Commissions--If any real estate broker or agent can establish a valid claim for commission or other compensation as a result of Buyer having used their services in connection with the purchase of the Property, all such commission or other compensation shall be paid by Buyer. Seller shall not be liable for any real estate commissions or finders fees to any party with respect to the sale of the Property, except a commission 2 to Catellus Management Corporation ("Broker") pursuant to a separate agreement. On and prior to the Date of this Agreement, Broker has advised, and hereby advises, Buyer, by this writing and by other means, and Buyer hereby acknowledges that Buyer has been so advised, that the Broker is acting as the agent of the Seller, with the duty to represent Seller's interest, and Broker is not the agent of the Buyer. If a policy of title insurance is to be obtained, Buyer should obtain a commitment for title insurance which should be examined prior to closing by an attorney of Buyer's choice. Prior to the execution of this Agreement, Broker has advised and hereby advises the principals of this transaction, that this Agreement is binding on them, and the principals hereby acknowledge that they have been so advised. 9. Liens of Seller's Mortgages--Seller shall deliver to Buyer, who shall place of record, good and sufficient releases of the liens of Seller's mortgages, where required under the terms of any mortgage on the Property, within one hundred eighty (180) days after the first meeting of Seller's Board of Directors held after the conveyance contemplated herein. In the event Seller shall be unable to obtain said releases for any reason, Seller shall have the right to terminate this Agreement upon serving written notice of termination upon Buyer within fifteen (15) days thereafter, and both parties shall thereupon be released and discharged from all liabilities and obligations hereunder, except that Seller shall repay to Buyer any and all sums therefore paid by Buyer to Seller upon a reconveyance of title to the Property to Seller free and clear of defects or objections to the same extent as if no conveyance had been made to Buyer hereunder. 10. Other Liens--Any judgment against Seller which may appear of record as a lien against the Property shall be settled and satisfied by Seller if and when it is judicially determined to be valid, and Seller hereby indemnifies the Buyer for all loss arising out of Seller's failure to have a judgment lien so settled and satisfied. All outstanding assessments levied or due in the year the deed is delivered shall be paid by Buyer. 11. Transfer Taxes--Buyer agrees to purchase, affix and cancel any and all documentary stamps in the amount prescribed by statute, and to pay any and all required transfer taxes, excise taxes and any and all fees incidental to recordation of the conveyance instrument. In the event of Buyer's failure to do so, if the Seller shall be obligated so to do, the Buyer shall be liable for all costs, expenses and judgments to or against the Seller, including all of Seller's legal fees and expenses and same shall constitute a lien against the Property to be conveyed until paid by the Buyer. 12. Notices and Demands--All notices, demands, payments and other instruments required or permitted to be given or served by either party shall be ix writing and deemed to have been given or served by either party if sent by registered or certified mail, addressed to the other party at the address shown herein. 13. Governmental Approval--If the approval of any governmental agency is required for the sale of the Property, it is understood and agreed that this Agreement is subject thereto and that both parties shall use their best efforts to obtain such approval. The closing date shall be extended for such period as may be required to obtain such approval. In the event said approval cannot be obtained, either party may terminate this Agreement without liability to the other, except that Seller shall return the deposit to Buyer. In the event a city, county, or other governing authority wherein said Property is located requires a survey or plat or has a subdivision ordinance, the Buyer shall obtain such survey or plat, all at Buyer's sole cost and expense. The survey or plat shall be submitted by. Buyer to Seller for review and approval prior to recording and within a period of forty five(45) days after the date of Seller's acceptance of this offer. 3 14. Deposit Authorization--Buyer hereby authorizes Seller to cash any checks that may be delivered to Seller as a deposit or option payment, and to take the amount of any such deposit or option payment into its accounts, with the understanding that it will not constitute acceptance of this offer; provided, however, that such authorization is given with the understanding that in the event the offer is not accepted the Seller agrees to refund the amount of any deposit in full. 15. Rail Service--Nothing in this Agreement shall prevent Seller from discontinuing service over any railroad line or lines by which rail service may be provided to the Property. 16. Proration—Prepaid rentals, utilities, and other income or fees attributable to the Property interests to be transferred by Seller to Buyer, under the terms of this Agreement shall be prorated between Seller and Buyer in such manner as to allocate to Buyer all income and expenses attributable to the Property that has been received, or for which bills have been received, on or prior to the date of Closing; and to allocate to Buyer all income and expenses attributable to the Property that is received, or for which bills are received, after the dated of Closing. Seller shall be responsible for all real estate taxes applicable to the Property through the date of Closing. Buyer shall be responsible for any taxes applicable to Buyer as owner of the Property after the date of Closing. 17. Assignments — Seller hereby assigns to Buyer, effective on the date of Closing, subject to all terms and conditions set forth in this Agreement, and/or any agreement assigned by Seller to Buyer by the terms of this Agreement, all assignable rights and obligations of Seller to the extent such rights and obligations are effective after Closing, to the extent that they are related to the Property and are set forth in any agreement identified on Exhibit B attached hereto and made a part hereof. Buyer hereby accepts the assignment of all such rights and obligations of Seller, effective on the date Closing, in accordance with the terms of each applicable agreement and the terms of this Agreement. Seller, and not Buyer shall be responsible for performing all of Seller's duties in assigned agreements which are required to be performed on or before the date of Closing. Buyer, and Seller, shall be responsible for performing all assigned duties in assigned agreements which are required to be performed after the date of Closing. Buyer acknowledges that Seller reserves, and Buyer does not acquire, all rights and obligations set forth in any agreement identified in Exhibit B to the extent those rights or obligations are related to property owned by Seller after Closing. If any contract is related to the Property and is intended to be assigned by Seller to Buyer, in whole or in part, but inadvertently is not identified in Exhibit B, Seller promptly shall provided to Buyer a copy of any such contract immediately upon locating it, and Buyer, as of the date of its receipt of such copy, shall assume the rights and obligations in such contract to the extent they are related to the Property. Seller believes that Exhibit B is a complete or nearly complete list of all contracts related to the Property that are intended to be assigned by Seller to Buyer. Buyer shall make no claim against Seller arising out of any failure to obtain a consent to assignment from any party to any agreement assigned by Seller to Buyer, in whole or in part. Seller does not believe that any consents to such assignments are necessary. 18. Complete Agreement -- This Agreement contains the entire Agreement between Seller and Buyer with respect to the Property and, except as set forth in this Agreement, neither Seller, nor Seller's agents or employees, have made any agreements, covenants, warranties or representations of any kind or character, express or implied, oral or written, with respect to the Property. 4 ADDENDUM PROVISIONS 19. This Agreement relates only to land. Unless otherwise herein provided, any conveyance shall exclude Seller's railroad tracks and appurtenances thereto, Seller's buildings and any other improvements on the Property, all of which may be removed by Seller within 90 days following conveyance of the Property. and if not removed, shall be deemed abandoned by the Seller without obligation on the Seller's part and shall thereafter be and become the Property of the Buyer in place. 20. Seller is not a foreign person as the term is used and defined in Section 1445 of the Internal Revenue Code of 1954, as amended and the regulations promulgated thereunder. Seller shall, upon request of Buyer, complete an affidavit to this effect and deliver it to Buyer on or before closing of said sale. 21. It is specifically agreed and understood by the parties hereto that the Buyer shall, before November 15, 2000, accept and sign this Real Estate Purchase and Sale Agreement and return same together with the $NONE deposit named herein to Seller. Failure of the Buyer to perform within the time restrictions will render this Agreement null and void in its entirety. 22. Buyer has been allowed to make an inspection of the property and has knowledge as to the past use of the property. Based upon this inspection and knowledge, Buyer is/are aware of the condition of the property and BUYER IS AWARE THAT BUYER IS PURCHASING THE PROPERTY ON AN "AS IS WITH ALL FAULTS" BASIS WITH ANY AND ALL PATENT AND LATENT DEFECTS, INCLUDING THOSE RELATING TO THE ENVIRONMENTAL CONDITION OF THE PROPERTY, AND THAT BUYER IS/ARE NOT RELYING ON ANY REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER FROM SELLER AS TO ANY MATTERS CONCERNING THE PROPERTY, including the physical condition of the property and any defects thereof, the presence of any hazardous substances, wastes or contaminants in, on or under the property,the condition or existence of any of the above ground or underground structures or improvements in, of or under the property, the condition of title to the property, and the leases, easements or other agreements affecting the property. Buyer is aware of the risk that hazardous substances and contaminants may be present on the property, and indemnifies, holds harmless and hereby waives, releases and discharges forever Seller from any and all present or future claims or demands, and any and all damages, loss, injury, liability, claims or costs, including fines, penalties and judgments, and attorney's fees, arising from or in any way related to the condition of the property or alleged presence, use, storage, generation, manufacture, transport, release, leak, spill, disposal or other handling of any hazardous substances or contaminants in, on or under the property. Losses shall include without limitation (a) the cost of any investigation, removal, remedial or other response action that is required by any Environmental Law, that is required by judicial order or by order of or agreement with any governmental authority, or that is necessary or otherwise is reasonable under the circumstances, (b) capital expenditures necessary to cause the Seller remaining property or the operations or business of the Seller on its remaining property to be in compliance with the requirements of any Environmental Law, (c) Losses for injury or death of any person, and (d) Losses arising under any Environmental Law enacted after transfer. The rights of Seller under this section shall be in addition to and not in lieu of any other rights or remedies to which it may be entitled under this document or otherwise. This indemnity specifically includes the obligation of Buyer to remove, close, remediate, reimburse or take other actions requested or required by any governmental agency concerning any hazardous substances or contaminants on the property. This section shall survive closing. 5 The term "Environmental Law means any federal, state or local statute, regulation, code, rule, ordinance, order,judgment, decree, injunction or common law pertaining in any way to the protection of human health or the environment, including without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Toxic Substances Control Act, and any similar or comparable state or local law. The term "Hazardous Substance means any hazardous, toxic, radioactive or infectious substance, material or waste as defined, listed or regulated under any Environmental Law, and includes without limitation petroleum oil and any of its fractions. 23. Sale of the premises shall include any and all of Seller's buildings on the Property in an "AS-IS" condition. Buyer has fully examined and inspected the said building(s) and has in all respects accepted and approved the same and any and all parts and appurtenances thereof and thereto and understands that Seller has made no representations or warranties respecting the nature or condition of said building(s) or any of its parts and appurtenances, Buyer agrees to assume all obligations thereto, including dismantling costs if the Buyer decides to remove said structure. 24. The parties hereto acknowledge the possible existence of asbestos or lead material in the cooler room and ceiling and floor tile and plumbing and paint on interior or exterior walls. The parties further acknowledge the possibility that asbestos or lead material may exist in other portions or locations in the building structures located on the subject Property. Buyer does hereby covenant and agree to purchase the subject building structures and premises in "AS IS" condition and specifically subject to the possible existence or presence of asbestos or lead material as referred to herein. Buyer specifically covenant and agree that Seller shall not be responsible or liable for the existence of any asbestos or lead material or removal of such material from the building structures or premises to be covered herein. Buyer specifically acknowledge and agree that they shall not make any claim or assert any cause of action against Seller as a result of the existence or presence of asbestos or lead material. Buyer does hereby release Seller from and against any claim, liability, cause of action or otherwise arising out of or in any manner connected with the presence or existence of asbestos or lead material located anywhere within the subject building structures or premises to be conveyed herein including, but not limited to, any costs incurred by Buyer in the removal of such asbestos or lead material. 25. Notwithstanding, anything herein, this sale shall close no later than November 16, 2000. Seller shall have the right to extend the closing, at Seller's sole judgment. 26. The parties agree the terms, conditions, and addendum provisions of this agreement shall survive closing. BUYER MUST CLEARLY SET FORTH FULL AND CORRECT NAMES OR PARTY OR PARTIES TO WHOM TITLE WILL BE CONVEYED, THEIR ADDRESS, THEIR RELATIONSHIP, IF ANY, AND WHETHER CONVEYANCE IS TO BE IN JOINT TENANCY OR OTHERWISE, AND IF A COMPANY, WHETHER IT IS A PARTNERSHIP, TRUST, TRUSTEE OR CORPORATION, ADDRESS OF PRINCIPAL OFFICE AND STATE OF INCORPORATION. 6 This offer consisting of 8 pages, and by said Exhibit "A" and Exhibit B attached hereto, is made a part hereof, has been made, signed and sealed in duplicate by the Buyer this day of IV/ R IU j2.er , 2000. Buyer's name as it is to appear on deed: CITY OF YELM (PRINTED/TYPED) BY Pq X l NAME(PRIN ED/TYPED) IGNA RE i )/Ic1 qC,i/- Washington TITLE(OR 2ND SIGNATURE IF PARTNERSHIP) STATE OF INCORPORATION 105 Yelm Avenue West P. O. Box 479 Yelm, Washington 98597 3 bt-t4-% �1)a`7 ADDRESS OF BUYER CITY, STATE AND ZIP CODE TELEPHONE NO. (INCLUDING AREA CODE) The foregoing offer is Accepted by Seller The Burlington Northern and Santa Fe Railway this_16_Lday of A16by+ , 2000. Comp y BY TITLE :e,,-�I164P J NJtos 6 - —d I 7 Exhibit "A'' 4 10/27/2000 1 � \ 111.5 y.r.v.•....►�` if 7 / / is \ ., M{ \\ s / M / "} E I IGE: 1 KEYWORD SEARCH RESULTS REPORT Exhibit 1 B" DATE: 10/30/00 tESULT.FMT BURLINGTON NORTHERN & SANTA FE RWY. CO. TIME: 09:43:25 EXPIRATION OR CONTRACT TERMINATION TYPE )NTRACT NO. CONTRACTOR / DESCRIPTION DATE DATE LOCATION CODE 00007349.00 CENTRALIA, CITY OF 06/23/1929 WA, YELM GV-GN/BNRR PERMANENT SIPHON UNDERCROSSING, MP. 24+716; ASSIGNED TO THE CITY OF YELM, WA; -LAW-NO.: #15024 V 00002044.00 WASHINGTON, STATE OF 06/16/1972 WA, YELM GV-XS/BNRR IMPROVE CROSSING SIGNALS, MP. 25+2973; ASSIGNED TO THE CITY OF YELM, WA; 4 00002358.00 WASHINGTON, STATE OF 08/28/1972 WA, YELM GV-XS/P"'Q INTERTIE HWY. TRAFFIC SIGNALS; V 00003302.00 MCLINS, INC. 06/11/1973 WA, YELM ID-IT/BNRR CMO&O INDUSTRIAL TRACK & CROSSING, MP. 25+723; ASSIGNED TO THE CITY OF YELM, WA; V 00007218.00 HARSCO CORP. 12/30/1976 WA, YELM ID-IT/BNRR M&O INDUSTRIAL SPUR TRACK, MP. 24+4010; ASSIGNED TO THE CITY OF YELM, WA; 00017167.00 WESTERN FARMERS ASSOC 11/28/1962 WA, YELM ID-IT/BNRR -LAW-NO.: #24496 00095877.00 OLYMPIC PIPELINE CO. WA, YELM PM-LO/BNRR 00095879.00 OLYMPIC PIPELINE CO. WA, YELM PM-LO/BNRR V 00043187.00 RAILS TO TRAILS CONSERVANCY 02/11/1994 WA, VARIOUS PM-PS/BNRR SALE OF ALL RAIL, ETC., INCLUDING ALL TRACK MATERIALS, BRIDGES, CULVERTS & APPURTENANCES ALONG THE ROW; 00001496.00 WASHINGTON STATE OF 07/07/1972 WA, YELM PM-PS/2' EASEMENT FOR ROADWAY ( 86016044.00 PAISLEY, PATRICIA ANN & MARKUS, LEWIS H. 06/16/1986 WA, YELM PR-PC/BNRR M&O ROAD CROSSING UNDER RR. BRIDGE NO. 22.1, CANCELS LC #205343; ASSIGNED TO THE CITY OF YELM, WA; ( 89016010.00 BOSEOUETT JERRY L 04/14/1989 WA, YELM PR-PC/BNRR M&O PRIVATE ROAD CROSSING, SURVEY STATION 1445+10, MP. 27.38 00219556.00 NORTHWEST EGG SALES INC 11/01/1975 WA, YELM PR-PC/BNRR PRVT GRD XING STA 476+10 00221899.00 YELM, CITY OF 06/16/1976 WA, YELM PR-PL/BNRR WATER PIPELINE CROSSING, MP. 25+917; ASSIGNED TO THE CITY OF YELM, WA; > 00095882.00 OLYMPIC PIPELINE CO. 05/01/1965 WA, YELM PR-PL/BNRR LONGITUDINAL PETROLEUM PIPELINE; ;E• 1 KEYWORD SEARCH RESULTS REPORT Exhibit "B" DATE: 10/30/00 TIME: 09.5549 :SULT.FMT BURLINGTON NORTHERN & SANTA FE RWY. CO. EXPIRATION OR CONTRACT TERMINATION TYPE VTRACT NO. CONTRACTOR / DESCRIPTION DATE DATE LOCATION CODE 00097220.00 YELM, TOWN OF 06/01/1966 WA, YELM PR-PL/BNRR 2 WATER PIPELINE CROSSINGS, MP. 25+917 & MP. 25+3965; ASSIGNED TO THE CITY OF YELM, WA; 00097261.00 WASHINGTON NATURAL GAS CO. 07/01/1966 WA, YELM PR-PL/BNRR NATURAL GAS PIPELINE CROSSING, MP. 25+875; ASSIGNED TO THE CITY OF YELM, WA; 90016037.00 SLOPAK JAMES L 02/01/1990 WA, YELM PR-PL/BNRR EXISTING 140 FEET LONGITUDINAL SEWER PIPELINE, SURVEY STATION 1353+91 TO 1355+31, MP. 25.65 TO 25.68, LINE SEGMENT 0400 92016225.00 YELM, CITY OF 12/01/1992 WA, YELM PR-PL/BNRR PIPELINE CROSSING, LS. 400, MP. 24.14; ASSIGNED TO THE CITY OF YELM, WA; 92016226.00 YELM, CITY OF 12/01/1992 WA, YELM PR-PL/BNRR SEWER PIPELINE CROSSING, LS. 400, MP. 25.16; ASSIGNED TO THE CITY OF YELM, WA; 00210734.00 YELM TELEPHONE CO. 06/01/1973 WA, YELM PR-PW/BNRR OHD TELEPHONE WIRE CROSSING, MP. 25+854; ASSIGNED TO THE CITY OF YELM, WA; 00214860.00 YELM TELEPHONE CO 08/01/1974 WA, YELM PR-PW/BNRR PHONE CABLE XING MP 25+3303 FT 00238157.00 CABLE TV PUDGET SOUND, INC.; 07/01/1981 WA, YELM PR-PW/BNRR ASSIGNED TO VIACOM CABLEVISION, INC.; OHD TV CABLE CROSSING, MP. 25+3002; ASSIGNED TO THE CITY OF YELM, WA; 00040855.00 THURSTON COUNTY UTILITIES CO. 12/20/1923 WA, YELM PR-PWM OHD ELECTRIC WIRE LINE CROSSING, MP. 25+900; ASSIGNED TO THE CITY OF YELM, WA; 00066454.00 PUGET SOUND POWER & LIGHT CO. 11/15/1946 WA, YELM PR-PW/BNRR ELECTRIC WIRE LINE, MP. 25+1705; ASSIGNED TO THE CITY OF YELM, WA; 00098040.00 PUGET SOUND POWER & LIGHT CO. 01/15/1967 WA, YELM PR-PW/BNRR OHD ELECTRIC WIRE LINE CROSSING, 25+178; ASSIGNED TO THE CITY OF YELM, WA; ( 85016048.00 YELM TELEPHONE CO. 07/08/1985 WA, YELM PR-PW/BNRR UGD LONGITUDINAL TELEPHONE CABLE, MP. 24+4235 & MP. 25+743; PARTIAL ASSIGNMENT TO THE CITY OF YELM, WA; 88016117.00 PUGET SOUND POWER & LIGHT CO 09/30/1988 WA, YELM PR-PW/BNRR WIRE LINE CROSSING, SURVEY STATION 1444+90, MP. 27.38 2 KEYWORD SEARCH RESULTS REPORT Exhibit "B" DATE: 10/30/00 GE: GE: 2 FMT BURLINGTON NORTHERN 8 SANTA FE RWY. CO. TIME: 09:55:50ESU ' EXPIRATION OR CONTRACT TERMINATION TYPE �NTRACT NO. CONTRACTOR / DESCRIPTION DATE DATE LOCATION CODE 89016004.00 YELM TELEPHONE CO 01/15/1989 WA, YELM PR-PW/BNRR OVERHEAD COMMUNICATION (TELEPHONE) WIRE CROSSING, SURVEY STATION 1786+70, MP. 33.85 ( 92016125.00 PUGET SOUND POWER 8 LIGHT CO 08/17/1992 WA, YELM PR-PW/BNRR TWO WIRE LINES, SURVEY STATION 1779+80, MP. 33, LINE SEGMENT 0400 ( 93016233.00 PUGET SOUND POWER 8 LIGHT 11/16/1993 WA, YELM PR-PW/BNRR OHO ELECTRIC WIRE LINE, I.S. 400, MP. 24.97; CANCELS PX #93016150; ASSIGNED TO THE CITY OF YELM, WA; ( 94020688.00 YELM TELEPHONE CO. 12/23/1994 WA, YELM PR-PW/BNRR UGD CABLE CROSSING, LS. 400, MP. 24.98; ASSIGNED TO THE CITY OF YELM, WA; ( 94022121.00 YELM TELEPHONE 12/23/1994 WA, YELM PR-PW/BNRR UNDERGROUND CABLE ( 95021190.00 VIACOM CABLE 11/08/1995 WA, YELM PR-PW/BNRR UGD WIRE LINE CROSSING, LS. 400, MP. 25.15; ASSIGNED TO THE CITY OF YELM, WA; 00010856.00 PUGET SOUND ENERGY, INC. 06/15/1999 WA, YELM PR-PW/BNSF ELECTRIC WIRE LINE, LS. 52, MP. 23; ASSIGNED TO THE CITY OF YELM, WA; -CAT-NO.: 501101 1 QUITCLAIM DEED THE BURLINGTON NORTHERN AND.SANTA FE RAILWAY COMPANY, a Delaware corporation, Grantor, of 2500 Lou Menk Drive, Fort Worth, Texas 76131-2830, hereinafter called "Grantor", for and in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, in hand paid, conveys and quitclaims, without any covenants of warranty whatsoever and without recourse to the Grantor, its successors and assigns, to CITY OF YELM, a municipality in the State of Washington, hereinafter called "Grantee",all of its right, title and interest, if any, in real estate, subject however to all existing interests, including but not limited to all reservations, rights-of-way and easements, of record or otherwise, situated in Thurston County, State of Washington, hereinafter called "Property", together with all after acquired title of Grantor therein, described as follows: All that portion of The Burlington Northern and Santa Fe Railway Company's (formerly Northern Pacific Railway Company) 100.0 foot wide Roy to Yelm, Washington Branch Line right of way, now discontinued, being 50.0 feet wide on each side of said Railway Company's Main Track centerline, as originally located and constructed upon, over and across the SW '/4 of Section 19, Township 17 North, Range 2 East of the Willamette Meridian, Thurston County, Washington, bounded on the Northeast by the North line of said SW '/4, and bounded on the Southwest by the Southwesterly boundary of the platted portion of Yelm, Washington, said Southwesterly boundary also being the Northeasterly boundary of that portion of said Railway Company's Yelm to Tenino, Washington branch line right of way conveyed to Thurston County, Washington by quitclaim deed dated August 14, 1996, excepting therefrom, a 30.0 foot wide corridor, being 15.0 feet wide on each side of said Main Track centerline upon, over and across the SW '/4 of said Section 19. SUBJECT, however, to all existing interests, including but not limited to all reservations,rights-of-way and easements of record or otherwise. GRANTEE has/have been allowed to make an inspection of the Property and has knowledge as to the past use of the Property. Based upon this inspection and knowledge, GRANTEE is/are aware of the condition of the Property and GRANTEE ACKNOWLEDGES THAT GRANTEE IS/ARE PURCHASING THE PROPERTY IN AN "AS-IS WITH ALL FAULTS" BASIS WITH ANY AND ALL PATENT AND LATENT DEFECTS AND THAT GRANTEE IS/ARE NOT RELYING ON ANY REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER FROM GRANTOR AS TO ANY MATTERS CONCERNING THE PROPERTY, including the physical condition of the Property and any defects thereof, the presence of any hazardous substances, wastes or contaminants in, on or under the Property, the condition or existence of any of the above.ground or underground structures or improvements in, on or under the Property,the t condition of title to the Property, and the leases, easements or other agreements affecting the Property. GRANTEE is/are aware of the risk that hazardous substances and contaminants may be present on the Property, and indemnifies, holds harmless and hereby waives, releases and discharges forever Grantor from any and all present or future claims or demands, and any and all damages, loss, injury, liability, claims or costs, including fines, penalties and judgments, and attorney's fees, arising from or in any way related to the condition of the Property or alleged presence, use, storage, generation, manufacture, transport, release, leak, spill, disposal or other handling of any hazardous substances or contaminants in, on or under the Property. Losses shall include without limitation (a) the cost of any investigation, removal, remedial or other response action that is required by any Environmental Law,that is required by judicial order or by order of or agreement with any governmental authority, or that is necessary or otherwise is reasonable under the circumstances, (b) capital expenditures necessary to cause the Grantor's remaining Property or the operations or business of the Grantor on its remaining Property to be in compliance with the requirements of any Environmental Law, (c) Losses for injury or death of any person, and (d) Losses arising under any Environmental Law enacted after transfer. The rights of Grantor under this section shall be in addition to and not in lieu of any other rights or remedies to which it may be entitled under this document or otherwise. This indemnity specifically includes the obligation of GRANTEE to remove, close, remediate, reimburse or take other actions requested or required by any governmental agency concerning any hazardous substances or contaminants on the Property. The term "Environmental Law" means any federal, state or local statute, regulation, code, rule, ordinance, order,judgment, decree, injunction or common law pertaining in any way to the protection of human health or the environment, including without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation_ and Liability Act, the Toxic Substances Control Act, and any similar or comparable state or local law. The term "Hazardous Substance" means any hazardous, toxic, radioactive or infectious substance, material or waste as defined, listed or regulated under any Environmental Law, and includes without limitation petroleum oil and any of its fractions. TO HAVE AND TO HOLD the Property unto the said Grantee, its successors and assigns, forever. 2 IN WITNESS WHEREOF, the said Grantor caused this instrument to be signed by its authorized representative, attested by its Assistant Secretary, and its corporate seal to be affixed hereto on the 14th day of November, 2000. THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY By: . P. Schneider Director Real Estate .` i111lllliI AND G0RPORgT�l�s i ATTEST: SEAUBy: ?ayzd -,9 Patricia Zbichors ...LAW ARE'' Assistant Secretary `. STATE OF TEXAS ss. COUNTY OF TARRANT On this Zyd, day of 2000 before me, the undersigned, a Notary Public in and for the State of Texas, duly commissioned and sworn, personally appeared D. P. Schneider and Margaret R. Aclin, to me known to be the General Director Real Estate and Assistant Secretary, respectively, of The Burlington Northern and Santa Fe Railway Company, the corporation that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they are authorized to execute the said instrument and that the seal affixed is the corporate seal of said corporation. Witness my hand and official seal hereto affixed the day and year first above written. NADINE M GRANDI Notary Public in and for the State of Texas Notary Publk ' STATE OF TEXAS Residing at: Fort Worth, Texas �' � �y My comm.Exp.06/06 2004 My appointment expires: 3 ' a a c 44 EXI-HBIT "A" THAT PORTION OF THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY'S (FORMERLY NORTHERN PACIFIC RAILWAY COMPANY 100.0 FOOT WIDE ROY TO YELM, WASHINGTON BRANCH LINE RIGHT OF WAY, NOW DISCONTINUED, BEING 50.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS THE SWI/4 OF SECTION 19, TOWNSHIP 17 NORTH, RANGE 2 EAST OF THE WILLAMETTE MERIDIAN, THURSTON COUNTY, WASHINGTON, BOUNDED ON THE NORTHEAST BY THE NORTH LINE OF SAID SWI/a, AND BOUNDED ON THE SOUTHWEST BY THE SOUTHWESTERLY BOUNDARY OF THE PLATTED PORTION OF YELM, WASHINGTON, SAID SOUTHWESTERLY BOUNDARY ALSO BEING THE NORTHEASTERLY BOUNDARY OF THAT PORTION OF SAID RAILWAY COMPANY'S YELM TO T'ENINO, WASHINGTON BRANCH LINE RIGHT OF WAY CONVEYED TO THURSTON COUNTY, WASHINGTON. BY QUITCLAIM DEED DATED AUGUST 14, 1996, EXCEPTING THEREFROM, A 30.0 FOOT WIDE CORRIDOR, BEING 15.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE SWI/a OF SAID SECTION 19. woF pip -� City o Yelm 9V 105 Yelm Avenue West P.O. Box 479 YELMoTON Yelm, Washington 98597 (360) 458-3244 September 22, 2000 Mr. Richard A. Batie Manager, Shortline Development Burlington Northern Santa Fe 2650 Lou Menk Drive, Flr 3 Fort Worth,Texas 76131-2830 Re: Draft A Bement For The Transfer of The—Roy to Yelm Washin on Line from BNSFto City of Yelm. b G�- Dear M - attie: Thank you once again for providing us the opportunity to review and comment on your Draft Agreement. We have reviewed the Draft Agreement and have come up with the following areas where we require clarification,or are requesting a possible change in the wording of the section. 1) Section 1(d) (p. 31: "If any contract is related to the Rail Line and is intended to be assigned by BNSF to City, in whole or in part, but inadvertently is not identified in Exhibit C, BNSF promptly shall provide to City a copy of any such contract :m;n rdiately upon t, and Cites as of the date of its receipt of such iaayaaa�..ar.a k�,aJ aiYv'ari i��»ting: J 1 copy, shall assume the rights and obligations in such contract to the extent they are related to Rail Line. City shall make no claim against BNSF arising out of any failure to obtain a consent to assignment from any party to any agreement assigned by BNSF to City,in whole or in part." Comments: (1) Would it be possible to have Section 1(d) amended to include language to the effect that"Exhibit C is a complete list of all contracts related to the Rail Line intended to be assigned by BNSF to City," and that`BNSF will obtain any and all necessary consents for assignments to City from any party to any agreement with BNSF"? (2) I am also particularly interested in finding out about any fiber optic rights in the rail right-of-way. It would be our preference for BNSF to assign such fiber optic easement rights to the City. Mr. Richard A. Batie September 22, 2000 Page 3 Comments: Would it be possible to have the two bolded insertions, above,be made in Section 6(c)(1), so that BNSF's General Liability and Indemnity section more closely mirrors City's General Liability and Indemnity section (Section 6(c)(2))? 5) Section 6(c)(2)-. (12.9-10): "(2) City's General Liability and Indemnity. . . .City shall be responsible for, . . .all losses which: . . .(iii) result from claims of third parties caused by City's non performance or required performance under any contract, lease,permit, license, easement or commitment relating to the Rail Line, where [if] that contract, lease, permit, license, easement or commitment is identified in Exhibit C, or City has specific knowledge [Notice by BNSF] of it and such contract, lease, permit, license, easement or commitment was intended to be assigned to, and assumed by, City at Closing. . .." Comments: Would it be possible to have the bolded"where,"above,replaced with"if' for clarification, and the words"specific knowledge"replaced with"Notice by BNSF." This latter change would better follow our requested change in Section 1(d), which would read "Exhibit C is a complete list of all contracts related to the Rail Line intended to be assigned by BNSF to City." 6) Section 6(d)(4). (p. "(4) Arbitration of Allocation of Liability Between City and BNSF. Any dispute between City and BNSF as to allocation between them of Losses for which both City and BNSF are responsible under the terms of this Paragraph 6 shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association." Comments: Would it be possible to have Section 6(d)(4) amended so that the arbitration service is not yet limited to one service such as the American Arbitration Association? Perhaps the following language can be inserted after the words"American Arbitration Association": ",or with the rules of such other alternative dispute resolution service as BNSF and City agree to at a later date." 7) Section 6(d)(5), (12.13): "(5) City to Comply With Hazardous Materials Laws. City agrees to comply with all [applicable] federal, state and local laws, regulations and rules. . .." 3 t Mr. Richard A. Batie September 22, 2000 Page 5 City shall consider for initial employment in operating and maintaining the Rail Line any of BNSF's employees who are eligible to work on the Rail Line on the date of this Agreement. City shall give priority hiring consideration for any such positions to such employees of BNSF who are represented by the Brotherhood Maintenance of Way Employees. . . .." Comments. I need some background clarification on this section. I am speculating that BNSF has a contractual obligation to establish priority-hiring consideration for its union workers. If the section cannot be eliminated, we would appreciate it if BNSF disclosed the identities of all known BNSF employees benefiting from this obligation. 11) Section 12(c) (12.16): "(c) At or before Closing, Shortline shall deliver to BNSF copy of City's City Charter." Comments. Since Yelm is a non-charter code city, it does not have a charter. We have adopted Washington State's optional municipal code, however. As such, it appears that this Section would need rephrasing. The word"Charter"might be replaced with the following: "Code, and any applicable sections from the Revised Code of Washington, as adopted by reference by the City in the City Code." 12) Section 13. (p.16-17): "13. Proration. Prepaid rentals, utilities, and other income or fees attributable to the Rail Line interests to be transferred by BNSF to City, under the terms of this Agreement shall be prorated between BNSF and City in such a manner as to allocate to BNSF all income and expenses attributable to the Rail Line that has been received, or for which bills have been received, on or prior to the date of Closing; and to allocate to City all income and expenses [after Closing]. . . .." Comments. While this section is acceptable, we would appreciate a run-down on all income and expenses attributable to the Rail Line, as discussed in the section. 13) Section 14(a): (12.17): "(a) City and Railway shall [may] interchange rail freight traffic, cars and locomotives to and from each other on tracks on the northeastern end of the Rail Line, at Roy, Washington. . . .." 5 Mr. Richard A. Batie September 22, 2000 Page 7 Comments: Could"six months"be replaced by the words"one year"in Section 20? This would allow us sufficient opportunity to retain an operator, or acquire the software and training necessary to comply with this Section. 17) Section 23: (p.19-20): "Ms. Shelly Badger City Administrator, City of Yelm 105 Yelm Avenue West P.O. Box 479 Yelm, Washington 98597" Comments: In Section 23, "Shelly" is spelled with one"e," and please insert"P.O. Box 479" into the address. 18) Exhibit A: ". . .which real estate and improvements are situated in [Pierce and Thurston] Counties, Washington, the boundaries of which are more particularly described in Comments: Please insert the words "Pierce and Thurston,"and replace the word "County" with"Counties,"identifying the location of the Rail Line in the quitclaim deed in Exhibit A. 19) Finally, the City of Yelm, would be very interested in the future acquisition of the remaining Roy to Lakewood portion of this line, or any portion of that line,were the opportunity to arise. As such, we propose for your consideration,the possibility of adding the following language to the Agreement: Right of First Refusal - Roy to Lakewood Line. If in the future, BNSF ever wishes to abandon or to seek or to in any way voluntarily dispose of any or all of its interest in the rail line between the City of Roy and Lakewood or any portion thereof("Roy to Lakewood Line"), BNSF shall first offer in writing to sell the Roy to Lakewood Line, or any portion thereof, to 7 $ Ricmw)A. KATIE Burlington Northern Sent& Fe (I Meneper, Shoreline Development 2800 Lou Monk prlve Fort Worth,Texas 78131 Phone 817-352-6432 FAX 817-352-7838 August 30, 2000 Shelly Badger Yelm City Administrator City of Yelm 105 Yelm Avenue West Yell,;, IA/ shington� Oo507 Dear Shelly, This responds to your letter of August 28, 2000 concerning the transfer of the Roy to Yelm, Washington line in which you are requesting an extension of 60 days to complete the transaction. BNSF grants the extension until November 1, 2000 to the City of Yelm to accomplish the transfer of the line and the sale of the property involved. Sincerely, L:QW:L'�- G— , -�.... Richard A. Batie File: Roy— Yelm, Washington DN5FIh I.sty T CF tnF A,Q9� cel of Yelm a M 105 Yelm Avenue West P.O. Box 479 YEI'6MeTON Yelm, Washington 98597 (360) 458-3244 August 28,2000 Mr.Richard A.Batie Manager,Shortline Development Burlington Northern Santa Fe 2600 Lou Menk Drive Fort Worth,Texas 76131 Re: BNSF-City of Yelm Transfer of Roy to Yelm.Washington Line l� Dear Mr atie: This confirms our telephone conversation of earlier today,August 28,2000. On behalf of the City of Yelm and the Prairie Line Rail Advisory Committee,I am formally requesting a sixty(60)day extension of the time for the City of Yelm to negotiate with BNSF regarding,and to make a fmal acceptance of,the offer for the transfer of the BNSF Roy to Yelm Line under the terms and conditions set forth in the June 12,2000 draft of the Agreement For Donation Of Certain Assets,Rights And Obligations Of The Burlington Northern And Santa Fe Railway Company To City of Yelm(the"Draft Agreement"),and under any other terms and conditions the parties may agree to during the above negotiations regarding the Draft Agreement. In your June 15,2000 offer to the City of Yelm(the"Offer"),which was accompanied by the Draft Agreement,you wrote that the Offer would expire on September 1,2000. With the sixty(60)day extension that the City of Yelm is requesting,the Offer would be re-set to expire on October 31,2000. As you are aware,this extension would most likely give the City of Yelm adequate time to examine and discuss with BNSF, individual sections of the Draft Agreement. As you are also aware,we are all very excited about the proposed transfer,and would be deeply disappointed to see the transaction not occur for any reason. Please accept this request for a sixty(60)day extension in writing as soon as possible,but in any event,before the expiration of the original Offer on September 1,2000. Thank you for your consideration of this offer. Sincerely A A & V Shelly A.Badger Yelm City Administrator cc: Mayor Kathy M. Wolf Joe Williams,Chair,City of Yelm Rail Advisory Committee Steve Day,Betts Patterson&Mines,P.S. t , THE A�� Ci Ip of Yelm a M 105 Yelm Avenue West P.O. Box 479 YELM WA6HIYelm, Washington 98597 NOTON (360) 458-3244 December 2, 1998 FL-31) � DEC 1993 BETTS, PATTERSON& MINES, P.S. THE FINANCIAL CENTER, SWijF Mr. Jerry Johnson, Assistant Vice President Asset Rationalization Burlington Northern Santa Fe Railway 2650 Lou Menk Drive P.O. Box 961052 Fort Worth, TX 76161-0052 RE: Prairie Line Dear Mr. Johnson, The City of Yelm adopted our "Transportation Comprehensive Plan" in 1992 and amended the plan in 1997 to meet objectives of the State of Washington's "Growth Management Plan". The plan includes a component for the development of alternative modes of freight and passenger mobility, specifically, the development and utilization of multi-modal rail. Over the past few years, service on the "Prairie Line" from Yelm, milepost 25.55 to Lakeview, milepost 8.55 has been limited due to a declining shipper base and increasing (for BNSF) cost of providing service. This past spring, it came to our attention that the Burlington Northern Santa Fe Railway Company was intending to liquidate the Yelm to Roy segment of the "Prairie Line" thus severing an important transportation link to commercial/industrial development in Yelm. The potential loss of freight and passenger rail connections with other significant markets has proven to be a valuable catalyst for our community. Since our meeting with you on June 26th, the City of Yelm, Chamber of Commerce and business leaders in our community have been actively meeting to develop strategies which include the preservation of current service and development of future rail traffic on the "Prairie Line". The cities of Yelm and Roy have passed resolutions establishing the frame- " of 3 work for the ownership of the Yelm branch line, to provide a short line rail service over what has been historically known as the "Prairie Line". We have funds available to invest in the preservation of track, bridges and crossings, as well as to promote future business. We are ready to proceed and submit this letter to the Burlington Northern Santa Fe Railway as our statement of intent and interest in beginning negotiations for acquisition of the "Prairie Line" from Yelm, milepost 25.55 to Lakeview, milepost 8.55. To ensure the success of our plan, the City is interested in certain operational considerations outlined below to provide efficient rail operations to current shippers, as well as to develop new business and future shippers. Therefore, we propose the following: 1. The acquisition of all assets by the City of Yelm, including right of way, physical improvements (track, bridges, buildings, real estate contracts, easement agreements and other revenue generators) and traffic from Yelm, milepost 25.55 to Lakeview, milepost 8.55 for the purpose of developing a short line rail operation. 2. The "first right of refusal" for acquisition of the Burlington Northern Santa Fe Railway right of way, improvements and traffic known as the "Nisqually Line" from Nisqually to Tacoma which includes Dupont and Lakeview with connections to the Burlington Northern Santa Fe mainline. 3. An agreement with the Burlington Northern Santa Fe Railway Company to interchange at the Tacoma Yard to expedite efficient transfer of traffic between the Burlington Northern Santa Fe Railway and the "Prairie Line". 4. The "Prairie Line" will service all current and future traffic on the short line (with the exception of train load lots of six or more cars from Fort Lewis) and deliver these cars to the Burlington Northern Santa Fe Railway Tacoma Yard for integration into the Burlington Northern Santa Fe system. Our proposal will continue the present operation and revenue stream to Burlington Northern Santa Fe from current shippers on the "Prairie Line" through the selection of an appropriate rail contractor. The City of Yelm desires to continue service to existing customers and to aggressively market and develop significant new rail shippers. This will relieve the Burlington Northern Santa Fe Railway of the cost of providing service on this stub branch line, yet allow the Burlington Northern Santa Fe Railway to continue to enjoy the revenue stream generated from the "Prairie Line". In fact, it is our strong intent to dramatically increase the traffic on this line, allowing the Burlington Northern Santa Fe to enjoy additional revenues without increased costs. 2 of 3 The Burlington Northern Santa Fe Railway will recognize cost savings by circumventing service with its own equipment and crews throughout the length of our branch line, the elimination of most maintenance cost, and the elimination of certain liabilities, while enjoying continued current revenue streams and increased future revenue as the City of Yelm develops business on the "Prairie Line". The ownership and operation of the "Prairie Line" by the City of Yelm will regionally benefit local rail users and meet our "Growth Management Plan" objectives of providing multi-modal transport opportunities along the corridor. The Burlington Northern Santa Fe Railway's continued interest in serving Ft. Lewis will be included in our overall plan, to be negotiated between the Burlington Northern Santa Fe Railway and the City of Yelm. For us, time is of the essence on this matter, and we would request your reply by December 30, 1998. Please direct all correspondence to the attention of Ken Garmann, Public Works Director. If you have any questions, feel free to call my office at (360) 458-8499. Sincerely, City of Yelm Ken Garm n Public Works Director cc: Kathryn M. Wolf, Mayor Shelly Badger, CAO aft: acknowledgements letters of support map 98-bnsf9 3 of 3 . �OF THF C ity of Yelm a r+ 105 Yelm Avenue West '13! P.O. Box 479 HINurON Yelm, Washington 98597 (360) 458-3244 "The Prairie Line" Acknowledgement of Project Support Yelm to Lakeview / BNSF Slade Gorton United States Senate Patty Murray United States Senate Adam Smith United States House of Representatives Marilyn Rasmussen State Senator 2nd Legislative District Karen Fraser State Senator 22nd Legislative District Cathy Wolfe State Representative 22nd District Sandra Romero State Representative 22nd District Dick Nichols Thurston County Commissioner Judy Wilson Thurston County Commissioner Diane Oberquill Thurston County Commissioner Kathryn M. Wolf Mayor, City of Yelm Joel Derefield Mayor, City of Roy Dennis Matson EDC of Thurston County Nick Handy Port of Olympia Harold Robertson Thurston Regional Planning Council Cecelia Jenkins Executive Director, Yelm Chamber of Commerce James H. Slakey Director, WSDOT-Rail 98bnsf10 Law Offices BETTS FAX MESSAGE PATTERSON & MINES, P.S. 800 Financial Center Fax: (206) 343-7053 1215 Fourth Avenue Startle,Washington 98161-1090 a f f Fax: (206)343-7053 Date: 11/3100 Phone: (206)292-9988 To: Mr. Dennis W. Wilson, Esq. Fax#: (847) 864-0389 (include area code for ALL numbers.) Company: Law Offices of Dennis W. Wilson From: Taro Kusunose File#: 5782.0001 Re: BNSE Donation Agreement/REP ------------------------------------------------- Number of Pages: 1 ! NOTICE: Information contained in this communication is (including this cover sheet) privileged and/or confidential,intended only for the individual/entity named above. If reader of this cover page is ; i not the intended recipient, you are hereby notified that any Please call Taro Kusunose i dissemination;distribution, or copying of this information is at(206)292.9988,ext. 346 ! strictly prohibited. If you have received this fax in error, please ' if you do not receive any of these pages or if immediately notify us by phone (206) 292-9988 and return this ' there is a problem. ; fax to above address via U.S. Mail. Thank you. -------------------------------------------------- NOTES: Dear Mr. Wilson: As of this time,the City of Yelm has executed both the Donation Agreement and the REPSA. Shelly Badger has placed them in overnight mail for delivery to Rich Batie,per your request, at the address Ms. Badger has previously sent correspondence to Mr.Batie at. The documents should arrive with Mr. Batie tomorrow(Thursday) morning. You have been cc'd the documents and your copies should arrive at your office shortly as well. Today, Steve and I overnight mailed the Notice of Exemption to the STB. That document should arrive in Washington, D.C. tomorrow,as well. This keeps in line with our schedule of having the filing made 7 days before closing. You have been cc'd a copy of the filing as well. Please call me if you have any questions or concerns. It appears we're almost done!! Vel!rytruly yours, l GZ Taro Kusunose URGENT! ! DELIVER IMMEDIATELY 98416/11000 1620/5782001 7. 2000 11 : 05AM BNSF LAW DEPT No. 8779 P. 1/2 The information contained in this facsimile message is privileged and confidential information intended only for the individual or entity named below. If you have received this communication in error, or are unable to deliver it, please notify the sender immediately and destroy this fax message. Please deliver the following material as soon as possible. From Dennis W. Wilson Attorney Questions: 847-864-0366 Tele P.O. Box 6039 847-864-0389 Fax Wilmette, IL 60091 To: TARO KUSUNOSE Company: Betts Patterson & Mines, PS Fax No: 206343-7053 Date: 11-07-00 Pages: (including this one) Message: If you experience any difficulty receiving this fax,please call Jan Scott,817-352-2340_ 'Pvx.rivug i►laV nok uagM dm mp A&:)iA i 01 paau lou op I -11 oX SaSUBIP palsa29ns oa;Mrq I pue -aag aq of vwddo 2utpnld aq,L uopWoo Imi PUZ aura I.M lulaa,lbx sj�SKB JO UDQIMb-n S�'% jo �tIT guamoo S �� I� p moi m�inal 10� aIll OJ �Wuz 10j R04 Jau :asounsnx ,jW jt,�a ourl pgw ula)[-)fog sam jo Qotlmn b3v WPAjo 4EJ.rot noydmaxa jo aagox sts =321 0601-19186 VM`aluugS anteany X03 r l Z l Amo IEPUYT3 008 SJ`S;UfN T uosn4vd'P9 ,N `asounq ml TMSJVI VIA 000z `c-aq=AON ��6BE'd�9(Li►6) Qu04d 99CD- 9A(Lt8) NWn;g AWASW eswi 008 11 ,04aujim t"Im Im aoo� �� st=6o ��, oo�Loitt 000Z 'L 'AON Law Of fees BETTS FAX MESSAGE PATTERSON & MINES, P.S. Fax: (206) 343-7053 800 Financial Center 1215 Fourth Avenue Seattle,Washington 98161-1090 Date: 1116100 Fax: (206)343-7053 Phone: (206)292-9988 To: Mr. Dennis W. Wilson, Esq. Fax#: (847) 864-0389 (Include area code for ALL numbers.) Company: Law Offices of Dermis W. Wilson From: Taro Kusunose File#: 5782.0001 Re: BNSF Donation to City of Yelm-STB Filing (draft) ------------------------------------------------- Number of Pages: 8 ! NOTICE: Information contained in this communication is (including this cover sheet) privileged and/or confidential, intended only for the i individual/entity named above. If reader of this cover page is i not the intended recipient, you are hereby notified that any i Please call Taro Kusunose i dissemination, distribution, or copying of this information is at(206) 292-9988, ext. 346 ! strictly prohibited. If you have received this fax in error, please ' if you do not receive any of these pages or if immediately notify us by phone(206) 292-9988 and return this there is a problem. ; fax to above address via U.S. Mail. Thank you. _ _ NOTES: Dear Mr. Wilson: I have attached for your review,our draft filing with the STB for the BN-Yelm donation transaction. Although I have yet to hear Ms. Badger's response to this draft, I am forwarding it to you based on the fact that Steve and I will be filing this document soon, and based on the likelihood that the City will approve the filing in its present form. If in the unlikely event that any changes are required,I will make sure to notify you of such changes. We are having the required map drawn up at this moment;please let me know if you would like to review the map as well. I plan to have this filed with the STB on the 9th. Please call me if you have any questions or concerns. Very truly yours, L Taro Kusunose URGENT! ! DELIVER IMMEDIATELY 981071110600 1933/57820001 BEFORE THE SURFACE TRANSPORTATION BOARD FINANCE DOCKET NO. THE CITY OF YELM, WASHINGTON --ACQUISITION-- BURLINGTON NORTHE ANTA FE RAILWAY Nip, NOTICE OF EXEMPT ON Dated: For Filing: 97555/110600 1934/57820001 BEFORE THE SURFACE TRANSPORTATION BOARD FINANCE DOCKET NO. THE CITY OF YELM, WASHINGTON --ACQUISITION-- THE BURLINGTON NORTHERN SANTA FE RAILWAY NOTICE OF EXEM The City of Yelm,Washington, a municipality duly organized,validly existing and in good standing under the laws of the State of Washington, (hereinafter referred to as "City of Yelm"), has filed a notice of exemption for acquisition of Burlington Northern and Santa Fe Railway Company's line (hereinafter referred to as "the Prairie Line") located between Milepost 20.99 near Roy, Washington, and Milepost 25.56 near Yelm, Washington, in Pierce and Thurston Counties, Washington. As required by 49 C.F.R. § 1150.34, a caption summary is set forth in Exhibit A. City of Yelm submits the following information in compliance with 49 C.F.R. § 1150.33: (a) Name and address of applicant: City of Yelm, Attn: Shelly A. Badger, Yelm City Administrator, 105 Yelm Ave. West, P.O. Box 479, Yelm, Washington 98597. - 2 - 97555/110600 1934/57820001 (b) Name address and telephone number of representative of applicant who should receive correspondence: Stephen L. Day, Betts, Patterson & Mines, P.S., 1215 — 4th Avenue, Suite 800, Seattle, Washington 98161-1090; (206) 292-9988. (c) Statement concerning agreement: An agreement between applicant City of Yelm, and BNSF is complete. Execution of the agreement is expected to occur on or before November 10, 2000, with the closing on November 16, 2000, contingent upon the meeting of certain conditions including City of Yelm's c Hance with the procedures of the Surface Transportation Board (STB). `gip (d) Operator: It is the City of Yelm's intent to have theuired line of railroad operated by a yet-to-be-determined third party rail operator. The City of Yelm expects to announce a Request For Proposals by potential third party rail operators of the acquired rail property, in the near future. There are no active shippers currently located on the line. The line will be temporarily embargoed pending line maintenance and selection of an operator. (e) Brief summary of proposed transaction: City of Yelm will acquire from BNSF, the rail line located in Pierce and Thurston Counties, Washington between MP 20.99 near Roy, Washington, and MP 25.56 near Yelm, Washington. 1. Name and address of transferror: The Burlington Northern and Santa Fe Railway Company, 3017 Lou Menk Drive, Fort Worth, TX 76131-2830. 2. Proposed time schedule. The closing will occur on or before November 16, 2000. 3. Mileposts. Approximately MP 20.99 to MP 25.56. 4. Total route miles. Approximately 4.57 miles. - 3 - 97555/110600 1934/57820001 (f) Map. A map indicating the area to be served, origins, termini, stations, cities, counties and state, is attached. (g) Certificate of revenue. The required certificate is attached. (h) Additional information. This notice of exemption is part of an effort to preserve the potential for rail service on the subject line to aid in economic development efforts by the City. Applicant acknowledges that it must preserve intact all sites and structures more than 50 years old until compliance with the requirements of Section 106 of the National Historic Preservation Act, 16 U.S.C. § 470, is achieved. Respectfu emitted, Stephen L. Day Betts,Patterson&Mines, P.S. 1215 —4th Avenue, Suite 800 Seattle, WA 98161-1090 (206) 292-9988 Counsel for Applicant: City of Yelm, Washington - 4 - 97555/110600 1934/57820001 EXHIBIT A Applicant City of Yelm hereby submits the following caption summary prepared in accordance with 49 C.F.R. § 1150.34: SURFACE TRANSPORTATION RD :S Notice of Exemption STB FINANCE DOCKET No. The City of Yelm, Washington--Acquisition-- Burlington Northern and Santa Fe Railway Company The City of Yelm,Washington, a municipality duly organized,validly existing and in good standing under the laws of the State of Washington, (hereinafter referred to as"City of Yelm"),has filed a notice of exemption to the acquisition of Burlington Northern and Santa Fe Railway Company's (hereinafter referred to as`BNSF") line between Milepost 20.99 near Roy, Washington, and Milepost 25.56 near Yelm, Washington, in Pierce and Thurston Counties,Washington. Comments must be filed with the Board and served on Stephen L. Day,whose address is Betts, Patterson& Mines,P.S., 1215 —4th Avenue, Suite 800, Seattle, Washington 98161-1090, and whose telephone number is(206) 292-9988. There are no other class exemptions being used. The notice is filed under 49 C.F.R§ 1150.31. If the notice contains false or misleading information,the exemption is void ab initio. Petitions to revoke the exemption under 49 U.S.C. § 10502(d)may be filed at any time. The filing of a petition to revoke will not automatically stay the transaction. - 5 - 97555/110600 1934/57820001 Certificate in Accordance with 49 C.F.R. § 1150.33(g) I, Shelly A. Badger, Yelm City Administrator, City of Yelm, Washington, hereby certify that applicant City of Yelm's projected revenues as a result of the transaction covered by this notice of exemption will not exceed those that would qualify it as a Class III carrier. �N - 6 - 97555/110600 1934/57820001 VERIFICATION STATE OF WASHINGTON ) ss. COUNTY OF THURSTON ) I, Shelly A. Badger, being duly sworn, depose and state that I am Yelm City Administrator for the City of Yelm, Washington, that I am authorized to make this verification, and that I have read the foregoing Notice of Exemption, and know the facts asserted therein are true and accurate as stated to the best of my knowledge, information and belief. DATED this day of ) 2000. `x Shelly A. Badger Signed and sworn to before me on , 2000 by Shelly A. Badger. Notary Public in and for the State of Washington Printed Name: My appointment expires: - 7 - 97555/110600 1934/57820001 iliulivu "Li) lo:aa r:A L91 003 Dennis W. Myon P. O. Box 5039 A� Wilmette, IL 60091-6039 Alto e ,at Law (847)864-0366 Phone (847)864-0389 Fax VIA OVERNIGHT MAIL November 1,2000 Ms_ Shelly Badger Yelm City Administrator City of Yelm 105 Yelm Avenue West P_O.Box 479 Yelm, WA 98597 RE: Roy-Yelm Rail Corridor Donation Dear Ms_ Badger.- Enclosed adger:Enclosed herewith are two copies of an updated Exhibit C to the BNSF-City of Yelm Rail Corridor Donation Contract Please insert these copies into each contract, following the Exhibit C title page, before executing the contracts and forwarding them to Rich Batie in Fort Worth_ Very truly yours, ennts W. Wilson Attorney for The B"lington Northern and Santa Fe Railway Company DWW/jbs Enclosures cc_ Mr. Steve Day (via overnight mail) Mr. Rich Batie (via fax) Mr. Michael Roper (via fax) N:11aw,mkg\dww\}2kleU.trr11101 badger Page 1 EXHIBIT C Date: 11/01/2000 Agreements Assigned in Full or in Part To the City of Yelm,Washington Contract Cancellation Contract Contract No. Contractor(s)/Description Date Date Location Type Code BF 00010856.00 PUGET SOUND ENERGY, INC. 06/15/1999 WA,YELM PR-PW/BNSF ELECTRIC WIRE LINE, LS. 52, MP.23 -CAT-N 0.: 501101 BN 00002044.00 WASHINGTON, STATE OF 06/16/1972 WA, YELM GV-XS/BNRR IMPROVE CROSSING SIGNALS, MP. 25+2973 BN 00003302.00 MCLINS, INC. 06/11/1973 WA,YELM ID-IT/BNRR CMO&O INDUSTRIAL TRACK&CROSSING, MP.25+723 BN 00007218.00 HARSCO CORP. 12/30/1976 WA,YELM ID-IT/BNRR M&O INDUSTRIAL SPUR TRACK, MP. 24+4010 CX 85016001.00 SILVASEED CO. 03/20/1985 WA, ROY PR-PC/BNRR PRIVATE ROAD CROSSING, MP. 21+150 CX 86016044.00 PAISLEY, PATRICIA ANN &MARKUS, LEWIS H. 06/16/1986 WA,YELM PR-PC/BNRR M&O ROAD CROSSING UNDER RR. BRIDGE NO.22.1 CX 90016022.00 DROBOT, STEVE& DOROTHY M.AND 12/03/1993 WA, ROY PR-PC/BNRR REEDER, RICHARD& LINDA L. PRIVATE ROAD CROSSING; LS.400, MP.21.03 LC 00210734.00 YELM TELEPHONE CO. 06/01/1973 WA,YELM PR-PW/BNRR OHD TELEPHONE WIRE CROSSING, MP. 25+854 LC 00216559.00 STRINGHAM, H. R. 12/16/1974 WA, ROY PR-PC/BNRR PRIVATE CROSSING, MP.21+150 LC 00221899.00 YELM, CITY OF 06/16/1976 WA,YELM PR-PUBNRR WATER PIPELINE CROSSING, MP.25+917 LC 00238157.00 CABLE TV PUDGET SOUND, INC. 07/01/1981 WA,YELM PR-PW/BNRR ASSIGNED TO VIACOM CABLEVISION, INC. OHD TV CABLE CROSSING, MP.25+3002 NP 00007349.00 CENTRALIA, CITY OF 06/23/1929 WA,YELM GV-GN/BNRR PERMANENT SIPHON UNDERCROSSING, MP. 24+716 -LAW-NO.: 15024 Page 2 EXHIBIT C Date: 11/01/2000 Agreements Assigned in Full or in Part To the City of Yelm,Washington Contract Cancellation Contract Contract No. Contractor(s)/Description Date Date Location Type Code NP 00013981.00 MURRAY, NELSON 07/22/1904 WA, ROY PR-PUBNRR 3/4 INCH WATER PIPELINE NP 00019290.00 PACIFIC TELEPHONE&TELEGRAPH CO. 06/15/1914 SYSTEM PR-PW/BNRR ASSIGNED TO PACIFIC NORTHWEST BELL TELEPHONE CO. ASSIGNED TO US WEST COMMUNICATIONS, INC. MASTER GENERAL CROSSING AGMT., SUPPLEMENT NO. 660, OHD TELEPHONE WIRE LINE CROSSING, MP.21+548 -LAW-NO.:27737 NP 00038623.00 AVERY, G.A. 05/05/1922 WA, ROY PR-PW/BNRR ELECTRIC WIRE LINE CROSSING NP 00040855.00 THURSTON COUNTY UTILITIES CO. 12/20/1923 WA,YELM PR-PW/BNRR OHD ELECTRIC WIRE LINE CROSSING, MP.25+900 NP 00066454.00 PUGET SOUND POWER& LIGHT CO. 11/15/1946 WA,YELM PR-PW/BNRR ELECTRIC WIRE LINE, MP. 25+1705 NP 00095881.00 OLYMPIC PIPELINE CO. 05/01/1965 WA, ROY PR-PUBNRR PETROLEUM PIPELINE CROSSING, MP.21+607 NP 00095882.00 OLYMPIC PIPELINE CO. 05/01/1965 WA,YELM PR-PUBNRR LONGITUDINAL PETROLEUM PIPELINE NP 00096020.00 PUGET SOUND POWER& LIGHT CO. 07/01/1965 WA, ROY PR-PW/BNRR OHD ELECTRIC WIRE LINE CROSSING, MP.21+548 NP 00097220.00 YELM,TOWN OF 06/01/1966 WA,YELM PR-PUBNRR 2 WATER PIPELINE CROSSINGS, MP. 25+917&MP. 25+3965 NP 00097261.00 WASHINGTON NATURAL GAS CO. 07/01/1966 WA,YELM PR-PUBNRR NATURAL GAS PIPELINE CROSSING, MP. 25+875 NP 00098040.00 PUGET SOUND POWER& LIGHT CO. 01/15/1967 WA,YELM PR-PW/BNRR OHD ELECTRIC WIRE LINE CROSSING, 25+178 Page 3 EXHIBIT C Date: 11/01/2000 Agreements Assigned in Full or in Part To the City of Yelm,Washington Contract Cancellation Contract Contract No. Contractor(s)/Description Date Date Location Type Code PX 85016048.00 YELM TELEPHONE CO. 07/08/1985 WA,YELM PR-PW/BNRR UGD LONGITUDINAL TELEPHONE CABLE, MP. 24+4235&MP.25+743 PX 92016225.00 YELM, CITY OF 12/01/1992 WA,YELM PR-PUBNRR PIPELINE CROSSING, LS.400, MP. 24.14 PX 92016226.00 YELM, CITY OF 12/01/1992 WA, YELM PR-PUBNRR SEWER PIPELINE CROSSING, LS.400, MP.25.16 PX 93016233.00 PUGET SOUND POWER&LIGHT 11/16/1993 WA,YELM PR-PW/BNRR OHD ELECTRIC WIRE LINE, LS.400, MP. 24.97 PX 94020688.00 YELM TELEPHONE CO. 12/23/1994 WA,YELM PR-PW/BNRR UGD CABLE CROSSING, LS.400, MP.24.98 PX 95021190.00 VIACOM CABLE 11/08/1995 WA,YELM PR-PW/BNRR UGD WIRE LINE CROSSING, LS.400, MP.25.15 C. UUZ Dennis W. Wi son R O_ Box 6039 Wilmette, IL 60091-6039 AtU0Aat Law (847)864-0366 Phone (847)864-0389 Fax VIA OVERNIGHT MAIL October 31, 2000 Ms. Shelly Badger Yelm City Administrator City of Yelm 105 Yelm Avenue West P.O. Box 479 Y elm, WA 90597 RE; BNSF Parcel Sale to City of Yelm,Washington Dear Ms. Badger: Enclosed herewith are-two copies of fife contract for sale to the City of Yelm of BNSF's ownership interest in a parcel of real estate within the City limits for the agreed price of 5300,000_ I understand from Steve Day that the City expects to have funds available to close this transaction on November 16, simultaneous with BNSF's donation conveyance of the Roy-Yelm rail line and rail corridor_ As I understand has been agreed, the enclosed real estate sale agreement is BNSF's form contract for sale of real estate. In light of the proximity of the closing date, 1 would appreciate you contacting me by November 7 if the City has any questious about the sale contract, or any suggested contract changes. Also enclosed are two complete copies of the rail corridor donation contract, changed to fill in the November 16 closing date on page 16 of the agreement; to redate the agreement as of November 2000; and to include Attachment 1 to the Quitclaim Deed for the donation transaction_ The updated Exhibit C for this contract still is not available but we hope to be able to send it to you later this week. BNSF would like to receive two executed copies of each agreement in Fort Worth, Texas, no later than November 10, 2000_ You could send executed copies of both agreements to Rich. Batic_ Thank you for your cooperation in progressing this transaction. Very truly yours, Dennis W_ Wilson Attorney for The Burlington Northern and Santa Fe Railway Company DWW/jbs Enclosures cc: Mr. Steve Day, attorney for City of Yelm(via overnight mail,w/enclosures) Mr_ David Detjen (email, w/encl-) Mr. Rich Batie(via email, w/encl-) Ms. Mary Nan Doran(via email, w/enol.) Mr_ Michael Roper(via email, w/encl.) Wdaw-mkg\dww\y2k1etaerr\1031 badger THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY REAL ESTATE PURCHASE AND SALE AGREEMENT Property Management P.O.Box 961050 Fort Worth,Texas 76161-0050 October 30, 2000 BUYER'S OFFER 1. The undersigned, hereinafter called "Buyer", offers to purchase from, The Burlington Northern and Santa Fe Railway Company herein after called "Seller", all of Seller's right, title and interest in and to that parcel of land situated in or near the city of Yelm, County of Thurston and State of Washington, shown hatched black on map marked Exhibit "A", dated October 27, 2000, attached hereto and made a part hereof (said parcel of land being hereinafter called "the Property") at the price and upon the terms and conditions as follows. PURCHASE PRICE AND PAYMENT 2. Seller may approve or disapprove this Agreement for any reason whatsoever, in Seller's sole and absolute discretion, whether reasonable or unreasonable or whether arbitrary or capricious, subject to the approval of this Agreement by Seller, Buyer agrees to pay to Seller the purchase price of THREE HUNDRED THOUSAND AND NO HUNDRETHS ($300,000.00) for Property, of which the amount of NONE hereinafter called the "deposit", is paid to Seller, or Seller's assignee, to be applied on the purchase price. Said deposit shall be refunded to Buyer if this offer is not accepted by Seller within forty five (45) days from the date of said offer. The balance of said purchase price shall be paid in cash or by certified check to Seller or wire transfer to Seller's account as designated by Seller at the time Seller's deed to said property is delivered to Buyer. Notwithstanding anything set forth herein to the contrary, the balance of the purchase price shall be due ten (10) days from notice that Seller's deed is ready for delivery. Delivery of said deed shall be made at Seller's above stated office TAX-DEFERRED EXCHANGE 3. Seller reserves the right to assign this Agreement to Apex Property & Track Exchange, Inc. ("Apex"). Apex is a qualified intermediary within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended, and Treas. Reg. § 1.1031(k)-1(g), for the purpose of completing a tax-deferred exchange under said Section 1031. Seller shall bear all expenses associated with the use of Apex, or necessary to qualify this 1 transaction as a tax-deferred exchange, and, except as otherwise provided herein, shall protect, reimburse, indemnify and hold harmless Buyer from and against any and all reasonable and necessary additional costs, expenses, including, attorneys fees, and liabilities which Buyer may incur as a result of Seller's use of Apex or the qualification of this transaction as a tax-deferred transaction pursuant to Section 1031. Buyer shall cooperate with Seller with respect to this tax-deferred exchange, and upon Seller's request, shall execute such documents as may be required to effect this tax-deferred exchange. CONVEYANCE 4. Seller shall convey or caused to be conveyed, all of Seller's right, title and interest in the premises, if any, to Buyer by Quitclaim Deed subject to the exceptions and reservations, whether or not of record and in accordance with the other terms conditions and reservations contained herein. Buyer shall, as soon as possible after acceptance of this offer, advise the Seller of Buyer's intent to have the premises surveyed. In the event the Seller's description of the premises used in the Deed and the use of an Exhibit map for reference in the Deed is not acceptable to the Buyer, the Buyer shall so advise the Seller of their objections of said description and within 15 days thereof, the Buyer shall, at their expense, arrange for a survey of the premises to be furnished to the Seller. ACCEPTANCE CONSTITUTES AGREEMENT 5. This offer of the Buyer to purchase the premises when duly accepted and signed by the Seller shall constitute the entire agreement between the parties for the sale and purchase of the premises and shall bind and inure to the benefit of the Seller, the Buyer, and their heirs, executors, administrators, successors and assigns. LIQUIDATED DAMAGES AND SPECIFIC PERFORMANCE 6. Time is of the essence of this contract. If the Buyer shall fail to perform this contract within the time limits herein specified, Seller may retain the deposit as liquidated damages, not as a penalty or forfeiture, and declare this contract terminated, or Seller may proceed to have this contract specifically enforced. SUCCESSORS IN INTEREST 7. Wherever referred to herein, the term Buyer shall imply, mean and apply to the Buyer, its successors, assigns, heirs, executors, administrators, or designees, who shall be severally and collectively liable for any and all performance hereunder. Wherever referred to herein the term Seller shall imply, mean and apply to the Seller, its successors, assigns, heirs, executors, administrators, or designees, who shall be severally and collectively liable for any and all performance hereunder. THIS OFFER IS AND THE CONVEYANCE OF THE PROPERTY SHALL BE SUBJECT TO THE FOLLOWING TERMS, CONDITIONS AND RESERVATIONS. 8. Easements--A reservation of the necessary right of way, to be determined by Seller, for the continued maintenance, operation and use of all existing driveways, roads, utilities, tracks, wires and easements of any kind whatsoever on the Property whether owned, operated, used or maintained by the Seller, Seller's Licensees or 2 other third parties and whether or not of record, and for the installation, construction and situation of facilities necessary to or beneficial for, the operation of Seller's railroad, with reasonable right of entry for the repair, reconstruction and replacement thereof, without limitation as a result of any further enumeration herein. In addition, reservation of a non-exclusive easement for the construction, maintenance and operation of one or more pipelines or fiber optic lines and any and all communications facilities as presently located or may be located in the future on Property. OTHER TERMS AND CONDITIONS 9. Title Defects--If, within the ten (10) day period following Seller's notice to Buyer that Seller's deed is ready for delivery, Buyer notifies Seller that Buyer has requested evidence of title to the Property, Buyer shall furnish to Seller at Buyer's expense such evidence of title within thirty (30) days of said notice from Buyer in the form of an abstract of title or a title commitment, and a written statement specifying the matters or defects other than said permitted exceptions and reservations and other than such usual exceptions contained in Owner's policies and the matters to which this sale is subject by the terms hereof, the time of payment of the balance of the-purchase price shall--be-extended for a-period of-sixty-(60) days after the-receipt-of said evidence of title-and statement. If Seller is unable or unwilling to cure such matter or defects within said sixty (60) day period, and Buyer is unwilling to accept the deed subject to such matter or defects then either party may terminate this Agreement by serving written notice of termination upon the other party within fifteen (15) days thereafter and all further rights and liabilities under this Agreement shall cease and terminate except that Seller shall return the deposit to Buyer and Seller shall reimburse Buyer for the actual amount paid by Buyer, if any, to an abstractor for an abstract of title or to a title company for a title report (but not for title insurance), provided that said abstract or title report shall be delivered and assigned to Seller. Otherwise, Buyer shall remit to Seller, or Seller's assignee, the purchase price within ten(10) days or at closing, whichever is earlier. 10. Real Estate Commissions--If any real estate broker or agent can establish a valid claim for commission or other compensation as a result of Buyer having used their services in connection with the purchase of the Property, all such commission or other compensation shall be paid by Buyer. Seller shall not be liable for any real estate commissions or finders fees to any party with respect to the sale of the Property, except a commission to Catellus Management Corporation ("Broker") pursuant to a separate agreement. On and prior to the Date of this Agreement, Broker has advised, and hereby advises, Buyer, by this writing and by other means, and Buyer hereby acknowledges that Buyer has been so advised, that the Broker is acting as the agent of the Seller, with the duty to represent Seller's interest, and Broker is not the agent of the Buyer. If a policy of title insurance is to be obtained, Buyer should obtain a commitment for title insurance which should be examined prior to closing by an attorney of Buyer's choice. Prior to the execution of this Agreement, Broker has advised and hereby advises the principals of this transaction, that this Agreement is binding on them, and the principals hereby acknowledge that they have been so advised. 11. Liens of Seller's Mortgages--Seller shall deliver to Buyer, who shall place of record, good and sufficient releases of the liens of Seller's mortgages, where required under the terms of any mortgage on the Property, within one hundred eighty (180) days after the first meeting of Seller's Board of Directors held after the conveyance contemplated herein. In the event Seller shall be unable to obtain said releases for any reason, Seller shall have the right to terminate this Agreement upon serving written notice of termination upon Buyer within fifteen (15) days thereafter, and both parties shall thereupon be released and discharged from all liabilities and obligations hereunder, except that Seller shall repay to Buyer any and all sums therefore paid by Buyer to Seller 3 upon a reconveyance of title to the Property to Seller free and clear of defects or objections to the same extent as if no conveyance had been made to Buyer hereunder. 12. Other Liens--Any judgment against Seller which may appear of record as alien against the Property shall be settled and satisfied by Seller if and when it is judicially determined to be valid, and Seller hereby indemnifies the Buyer for all loss arising out of Seller's failure to have a judgment lien so settled and satisfied. All outstanding assessments levied or due in the year the deed is delivered shall be paid by Buyer. 13. 'Transfer Taxes--Buyer agrees to purchase, affix and cancel any and all documentary stamps in the amount prescribed by statute, and to pay any and all required transfer taxes, excise taxes and any and all fees incidental to recordation of the conveyance instrument. In the event of Buyer's failure to do so, if the Seller shall be obligated so to do, the Buyer shall be liable for all costs, expenses and judgments to or against the Seller, including all of Seller's legal fees and expenses and same shall constitute alien against the Property to be conveyed until paid by the Buyer. 14. Notices and Demands--All notices, demands; payments and other instruments required-or permitted to be- given egiven or served by either party shall be in writing and deemed to have been given or served by either party if sent by registered or certified mail, addressed to the other party at the address shown herein. 15. Governmental Approval--If the approval of any governmental agency is required for the sale of the Property, it is understood and agreed that this Agreement is subject thereto and that both parties shall use their best efforts to obtain such approval. The closing date shall be extended for such period as may be required to obtain such approval. In the event said approval cannot be obtained, either party may terminate this Agreement without liability to the other, except that Seller shall return the deposit to Buyer. In the event a city, county, or other governing authority wherein said Property is located requires a survey or plat or has a subdivision ordinance, the Buyer shall obtain such survey or plat, all at Buyer's sole cost and expense. The survey or plat shall be submitted by Buyer to Seller for review and approval prior to recording and within a period of forty five (45) days after the date of Seller's acceptance of this offer. 16. Deposit Authorization--Buyer hereby authorizes Seller to cash any checks that may be delivered to Seller as a deposit or option payment, and to take the amount of any such deposit or option payment into its accounts, with the understanding that it will not constitute acceptance of this offer; provided, however, that such authorization is given with the understanding that in the event the offer is not accepted the Seller agrees to refund the amount of any deposit in full. 17. Rail Service--Nothing in this Agreement shall prevent Seller from discontinuing service over any railroad line or lines by which rail service may be provided to the Property. 18. Proration —Prepaid rentals, utilities, and other income or fees attributable to the Property interests to be transferred by Seller to Buyer, under the terms of this Agreement shall be prorated between Seller and Buyer in such manner as to allocate to Buyer all income and expenses attributable to the Property that has been received, or for which bills have been received, on or prior to the date of Closing; and to allocate to Buyer all income and expenses attributable to the Property that is received, or for which bills are received, after the dated of Closing. 4 Seller shall be responsible for all real estate taxes applicable to the Property through the date of Closing. Buyer shall be responsible for any taxes applicable to Buyer as owner of the Property after the date of Closing. 20. Assignments — Seller hereby assigns to Buyer, effective on the date of Closing, subject to all terms and conditions set forth in this Agreement, and/or any agreement assigned by Seller to Buyer by the terms of this Agreement, all assignable rights and obligations of Seller to the extent such rights and obligations are effective after Closing, to the extent that they are related to the Property and are set forth in any agreement identified on Exhibit B attached hereto and made a part hereof. Buyer hereby accepts the assignment of all such rights and obligations of Seller, effective on the date Closing, in accordance with the terms of each applicable agreement and the terms of this Agreement. Seller, and not Buyer shall be responsible for performing all of Seller's duties in assigned agreements which are required to be performed on or before the date of Closing. Buyer, and Seller, shall be responsible for performing all assigned duties in assigned agreements which are required to be performed after the date of Closing. Buyer acknowledges that Seller reserves, and Buyer does not acquire, all rights and obligations set forth in any agreement identified in Exhibit B to the extent those rights or obligations are related to property owned by Seller after Closing. If any contract is related to the Property and is intended to be assigned by -Seller to Buyer, in whole-or-in--part,- but-inadvertently is not identified-in--Exhibit-B-, Seller promptly-shall---- provided to Buyer a copy of any such contract immediately upon locating it, and Buyer, as of the date of its receipt of such copy, shall assume the rights and obligations in such contract to the extent they are related to the Property. Seller believes that Exhibit B is a complete or nearly complete list of all contracts related to the Property that are intended to be assigned by Seller to Buyer. Buyer shall make no claim against Seller arising out of any failure to obtain a consent to assignment from any parry to any agreement assigned by Seller to Buyer, in whole or in part. Seller does not believe that any consents to such assignments are necessary. 21. Complete Agreement -- This Agreement contains the entire Agreement between Seller and Buyer with respect to the Property and, except as set forth in this Agreement, neither Seller, nor Seller's agents or employees, have made any agreements, covenants, warranties or representations of any kind or character, express or implied, oral or written, with respect to the Property. ADDENDUM PROVISIONS 22. This Agreement relates only to land. Unless otherwise herein provided, any conveyance shall exclude Seller's railroad tracks and appurtenances thereto, Seller's buildings and any other improvements on the Property, all of which may be removed by Seller within 90 days following conveyance of the Property. and if not removed, shall be deemed abandoned by the Seller without obligation on the Seller's part and shall thereafter be and become the Property of the Buyer in place. 23. A reservation to Seller of all coal, oil, gas, casing-head gas and all ores and minerals of every kind and nature including sand and gravel underlying the surface of the Property, together with the full right, privilege and license at any and all times to explore, or drill for and to protect, conserve, mine, take, remove and market any and all such products in any manner which will not damage structures on the surface of the Property, together with the right of access at all times to exercise said rights. 5 24. Seller is not a foreign person as the term is used and defined in Section 1445 of the Internal Revenue Code of 1954, as amended and the regulations promulgated thereunder. Seller shall, upon request of Buyer, complete an affidavit to this effect and deliver it to Buyer on or before closing of said sale. 25. It is specifically agreed and understood by the parties hereto that the Buyer shall, before November 15, 2000, accept and sign this Real Estate Purchase and Sale Agreement and return same together with the $ NO deposit named herein to Seller. Failure of the Buyer to perform within the time restrictions will render this Agreement null and void in its entirety. 26. Buyer has been allowed to make an inspection of the property and has knowledge as to the past use of the property. Based upon this inspection and knowledge, Buyer is/are aware of the condition of the property and BUYER IS AWARE THAT BUYER IS PURCHASING THE PROPERTY ON AN "AS IS WITH ALL FAULTS" BASIS WITH ANY AND ALL PATENT AND LATENT DEFECTS, INCLUDING THOSE RELATING TO THE ENVIRONMENTAL CONDITION OF THE PROPERTY, AND THAT BUYER IS/ARE NOT RELYING ON-ANY REPRESENTATION OR WARRANTIES,EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER FROM SELLER AS TO ANY MATTERS CONCERNING THE PROPERTY, including the physical condition of the property and any defects thereof, the presence of any hazardous substances, wastes or contaminants in, on or under the property, the condition or existence of any of the above ground or underground structures or improvements in, of or under the property, the condition of title to the property, and the leases, easements or other agreements affecting the property. Buyer is aware of the risk that hazardous substances and contaminants may be present on the property, and indemnifies, holds harmless and hereby waives, releases and discharges forever Seller from any and all present or future claims or demands, and any and all damages, loss, injury, liability, claims or costs, including fines, penalties. and judgments, and attorney's fees, arising from or in any way related to the condition of the property or alleged presence, use, storage, generation, manufacture, transport, release, leak, spill, disposal or other handling of any hazardous substances or contaminants in, on or under the property. Losses shall include without limitation (a) the cost of any investigation, removal, remedial or other response action that is required by any Environmental Law, that is required by judicial order or by order of or agreement with any governmental authority, or that is necessary or otherwise is reasonable under the circumstances, (b) capital expenditures necessary to cause the Seller remaining property or the operations or business of the Seller on its remaining property to be in compliance with the requirements of any Environmental Law, (c) Losses for injury or death of any person, and (d) Losses arising under any Environmental Law enacted after transfer. The rights of Seller under this section shall be in addition to and not in lieu of any other rights or remedies to which it may be entitled under this document or otherwise. This indemnity specifically includes the obligation of Buyer to remove, close, remediate, reimburse or take other actions requested or required by any governmental agency concerning any hazardous substances or contaminants on the property. This section shall survive closing. The term 'Environmental Law" means any federal, state or local statute, regulation, code, rule, ordinance, order, judgment, decree, injunction or common law pertaining in any way to the protection of human health or the environment, including without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Toxic Substances Control Act, and any similar or comparable state or local law. 6 The term "Hazardous Substance" means any hazardous, toxic, radioactive or infectious substance, material or waste as defined, listed or regulated under any Environmental Law, and includes without limitation petroleum oil and any of its fractions. 27. Sale of the premises shall include any and all of Seller's buildings on the Property in an "AS-IS" condition. Buyer has fully examined and inspected the said building(s) and has in all respects accepted and approved the same and any and all parts and appurtenances thereof and thereto and understands that Seller has made no representations or warranties respecting the nature or condition of said building(s) or any of its parts and appurtenances, Buyer agrees to assume all obligations thereto, including dismantling costs if the Buyer decides to remove said structure. 28. The parties hereto acknowledge the possible existence of asbestos or lead material in the cooler room and ceiling and floor tile and plumbing and paint on interior or exterior walls. The parties further acknowledge the possibility that asbestos or lead material may exist in other portions or locations in the building structures located on the subject Property. Buyer does hereby covenant and agree to purchase the subject building structures and premises in "AS IS" condition and specifically subject-to the possible existence or presence of asbestos or lead material as referred to herein. Buyer specifically covenant and agree that Seller shall not be responsible or liable for the existence of any asbestos or lead material or removal of such material from the building structures or premises to be covered herein. Buyer specifically acknowledge and agree that they shall not make any claim or assert any cause of action against Seller as a result of the existence or presence of asbestos or lead material. Buyer does hereby release Seller from and against any claim, liability, cause of action or otherwise arising out of or in any manner connected with the presence or existence of asbestos or lead material located anywhere within the subject building structures or premises to be conveyed herein including, but not limited to, any costs incurred by Buyer in the removal of such asbestos or lead material. 29. Notwithstanding, anything herein, this sale shall close no later than November 16, 2000. Seller shall have the right to extend the closing, at Seller's sole judgment. 30. The parties agree the terms, conditions, and addendum provisions of this agreement shall survive closing. 7 BUYER MUST CLEARLY SET FORTH FULL AND CORRECT NAMES OR PARTY OR PARTIES TO WHOM TITLE WILL BE CONVEYED, THEIR ADDRESS, THEIR RELATIONSHIP, IF ANY, AND WHETHER CONVEYANCE IS TO BE IN JOINT TENANCY OR OTHERWISE, AND IF A COMPANY, WHETHER IT IS A PARTNERSHIP, TRUST, TRUSTEE OR CORPORATION, ADDRESS OF PRINCIPAL OFFICE AND STATE OF INCORPORATION. This offer consisting of 8 pages, and by said Exhibit "A" and Exhibit B attached hereto, is made a part hereof, has been made, signed and sealed in duplicate by the Buyer this day of , 2000. Buyer's name as it is to appear on deed: CITY OF YELM (PRINTED/TYPED) BY X NAME(PRINTED/TYPED) SIGNATURE Washington TITLE (OR 2ND SIGNATURE IF PARTNERSHIP) STATE OF INCORPORATION 105 Yelm Avenue West P. O. Box 479 Yelm, Washington 98597 ADDRESS OF BUYER CITY, STATE AND ZIP CODE TELEPHONE NO. (INCLUDING AREA CODE) The foregoing offer is Accepted by Seller The Burlington Northern and Santa Fe Railway this day of , 2000. Company BY TITLE 8 Exhibit "A" f 10/27/2000 �w r.1r u Q a rr.rr \ r— Naau7 \\ p�•sr•�r • \ ,30 Irl \\\ •.I,r,r � a .ie YMYwyy / �1 � LS St�7P71S \ •YI.i NN y!q \ dJOL�G 1 / 1 s I r,��,,.s•Y.% � G Ili �l \\ �`' �r+F� 1 NpL9N1H5tlM \ s' P7.1v 1 ,rr� sNfs ss u k ! /rm � 9 PAGE: 1 KEYWORD SEARCH RESULTS REPORT Exhibits "B"�� DATE: 10/30/00 SRESULT.FMT BURLINGTON NORTHERN & SANTA FE RWY. CO. TIME: 09:43:25 EXPIRATION OR CONTRACT TERMINATION TYPE CONTRACT NO. CONTRACTOR / DESCRIPTION DATE DATE LOCATION CODE NP 00007349.00 CENTRALIA, CITY OF 06/23/1929 WA, YELM GV-GN/BNRR PERMANENT SIPHON UNDERCROSSING, MP. 24+716; ASSIGNED TO THE CITY OF YELM, WA; -LAW-NO.: #15024 BN 00002044.00 WASHINGTON, STATE OF 06/16/1972' WA, YELM GV-XS/BNRR IMPROVE CROSSING SIGNALS, MP. 25+2973; ASSIGNED TO THE CITY OF YELM, WA; BN 00002358.00 WASHINGTON, STATE OF 08/28/1972! WA, YELM GV-XS/BNRR INTERTIE HWY. TRAFFIC SIGNALS; BN 00003302.00 MCLINS, INC. 06/11/1973 WA, YELM ID-IT/BNRR CMO&O INDUSTRIAL TRACK & CROSSING, MP. 25+723; ASSIGNED TO THE CITY OF YELM, WA; BN 00007218.00 HARSCO CORP. 12/30/1976 WA, YELM ID-IT/BNRR M&O INDUSTRIAL SPUR TRACK, MP. 24+4010; ASSIGNED TO THE CITY OF YELM, WA; NP 00017167.00 WESTERN FARMERS ASSOC 11/28/1962 ; WA, YELM ID-IT/BNRR -LAW-NO.: #24496 NP 00095877.00 OLYMPIC PIPELINE CO. WA, YELM PM-LO/BNRR NP 00095879.00 OLYMPIC PIPELINE CO. WA, YELM PM-LO/BNRR BN 00043187.00 RAILS TO TRAILS CONSERVANCY 02/11/1994 WA, VARIOUS PM-PS/BNRR SALE OF ALL RAIL, ETC., INCLUDING ALL TRACK MATERIALS, BRIDGES, CULVERTS & APPURTENANCES ALONG THE ROW; S 00001496.00 WASHINGTON STATE OF 07/07/1972 WA, YELM PM-PS/BNRR EASEMENT FOR ROADWAY CX 86016044.00 PAISLEY, PATRICIA ANN & MARKUS, LEWIS H. 06/16/1986 WA, YELM PR-PC/BNRR M&O ROAD CROSSING UNDER RR. BRIDGE NO. 22.1, CANCELS LC #205343; ASSIGNED TO THE CITY OF YELM, WA; CX 89016010.00 BOSEQUETT JERRY L 04/14/1989 WA, YELM PR-PC/BNRR M&O PRIVATE ROAD CROSSING, SURVEY STATION 1445+10, MP. 27.38 LC 00219556.00 NORTHWEST EGG SALES INC 11/01/1975 WA, YELM PR-PC/BNRR PRVT GRD XING STA 476+10 LC 00221899.00 YELM, CITY OF 06/16/1976 WA, YELM PR-PL/BNRR WATER PIPELINE CROSSING, MP. 25+917; ASSIGNED TO THE CITY OF YELM, WA; NP 00095882.00 OLYMPIC PIPELINE CO. 05/01/1965 WA, YELM PR-PL/BNRR LONGITUDINAL PETROLEUM PIPELINE; PAGE: 1 KEYWORD SEARCH RESULTS REPORT Exhibit "B" DATE: 10/30/00 SRESULT.FMT BURLINGTON NORTHERN & SANTA FE RWY. CO. TIME: 09:55:49 EXPIRATION OR CONTRACT TERMINATION TYPE CONTRACT NO. CONTRACTOR / DESCRIPTION DATE DATE LOCATION CODE NP 00097220.00 YELM, TOWN OF 06/01/1966 WA, YELM PR-PL/BNRR 2 WATER PIPELINE CROSSINGS, MP. 25+917 & MP. 25+3965; ASSIGNED TO THE CITY OF YELM, WA; NP 00097261.00 WASHINGTON NATURAL GAS CO. 07/01/1966 WA, YELM PR-PL/BNRR NATURAL GAS PIPELINE CROSSING, MP. 25+875; ASSIGNED TO THE CITY OF YELM, WA; PX 90016037.00 SLOPAK JAMES L 02/01/1990 WA, YELM PR-PL/BNRR EXISTING 140 FEET LONGITUDINAL SEWER PIPELINE, SURVEY STATION 1353+91 TO 1355+31, MP. 25.65 TO 25.68, LINE SEGMENT 0400 PX 92016225.00 YELM, CITY OF 12/01/1992 WA, YELM PR-PL/Bh�g PIPELINE CROSSING, LS. 400, MP. 24.14; ASSIGNED TO THE CITY OF YELM, WA; PX 92016226.00 YELM, CITY OF 12/01/1992, WA, YELM PR-PL/BNRR SEWER PIPELINE CROSSING, LS. 400, MP. 25.16; ASSIGNED TO THE CITY OF YELM, WA; LC 00210734.00 YELM TELEPHONE CO. 06/01/1973 , WA, YELM PR-PW/BNRR OHO TELEPHONE WIRE CROSSING, MP. 25+854; ASSIGNED TO THE CITY OF YELM, WA; LC 00214860.00 YELM TELEPHONE CO 08/01/1974 WA, YELM PR-PW/BNRR PHONE CABLE XING MP 25+3303 FT LC 00238157.00 CABLE TV PUDGET SOUND, INC.; 07/01/1981 WA, YELM PR-PW/BNRR ASSIGNED TO VIACOM CABLEVISION, INC.; OHD TV CABLE CROSSING, MP. 25+3002; ASSIGNED TO THE CITY OF YELM, WA; NP 00040855.00 THURSTON COUNTY UTILITIES CO. 12/20/1923 WA, YELM PR-PW/BN OHO ELECTRIC WIRE LINE CROSSING, MP. 25+900; ASSIGNED TO THE CITY OF YELM, WA; NP 00066454.00 PUGET SOUND POWER & LIGHT CO. 11/15/1946 WA, YELM PR-PW/BNRR ELECTRIC WIRE LINE, MP. 25+1705; ASSIGNED TO THE CITY OF YELM, WA; NP 00098040.00 PUGET SOUND POWER & LIGHT CO. 01/15/1967 WA, YELM PR-PW/BNRR OHD ELECTRIC WIRE LINE CROSSING, 25+178; ASSIGNED TO THE CITY OF YELM, WA; PX 85016048.00 YELM TELEPHONE CO. 07/08/1985 WA, YELM PR-PW/BNRR UGD LONGITUDINAL TELEPHONE CABLE, MP. 24+4235 & MP. 25+743; PARTIAL ASSIGNMENT TO THE CITY OF YELM, WA; DX 88016117.00 PUGET SOUND POWER & LIGHT CO 09/30/1988 WA, YELM PR-PW/BNRR WIRE LINE CROSSING, SURVEY STATION 1444+90, MP. 27.38 Exhibit "B" KEYWORD SEARCH RESULTS REPORT DATE: 10/35' 0 PAGE: 2 TIME: 09:55:5 50 SRESULT.FMT BURLINGTON NORTHERN & SANTA FE RWY. CO. EXPIRATION OR CONTRACT TERMINATION TYPE CONTRACT NO. CONTRACTOR / DESCRIPTION DATE DATE LOCATION CODE PX 89016004.00 YELM TELEPHONE CO 01/15/1989 WA, YELM PR-PW/BNRR OVERHEAD COMMUNICATION (TELEPHONE) WIRE CROSSING, SURVEY STATION 1786+70, MP. 33.85 PX 92016125.00 PUGET SOUND POWER & LIGHT CO 08/17/1992 WA, YELM PR-PW/BNRR TWO WIRE LINES, SURVEY STATION 1779+80, MP. 33, LINE SEGMENT 0400 PX 93016233.00 PUGET SOUND POWER & LIGHT 11/16/1993. WA, YELM PR-PW/BNRR OHD ELECTRIC WIRE LINE, LS. 400, MP. 24.97; CANCELS PX #93016150; ASSIGNED TO THE CITY OF YELM, WA; PX 94020688.00 YELM TELEPHONE CO. 12/23/1994 WA, YELM PR-PW/BNKN UGD CABLE CROSSING, LS. 400, MP. 24.98; ASSIGNED TO THE CITY OF YELM, WA; PX 94022121.00 YELM TELEPHONE 12/23/1994. WA, YELM PR-PW/BNRR UNDERGROUND CABLE PX 95021190.00 VIACOM CABLE 11/08/1995WA, YELM PR-PW/BNRR UGD WIRE LINE CROSSING, I.S. 400, MP. 25.15; ASSIGNED TO THE CITY OF YELM, WA; BF 00010856.00 PUGET SOUND ENERGY, INC. 06/15/1999' WA, YELM PR-PW/•BNSF ELECTRIC WIRE LINE, LS. 52, MP. 23; ASSIGNED TO THE CITY OF YELM, WA; -CAT-NO.: 501101 AGREEMENT FOR DONATION OF CERTAIN ASSETS,RIGHTS AND OBLIGATIONS OF THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY TO CITY OF YELM AGREEMENT FOR DONATION OF CERTAIN ASSETS, RIGHTS AND OBLIGATIONS OF THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY TO CITY OF YELM THIS AGREEMENT("Agreement") is entered into as of this day of October, 2000, between THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY, a — - _ _ .. .......--- Delaware corporation ("BNSF"), and The City of Yelm, a municipality in the the State of Washington("City"). WHEREAS, BNSF desires to donate and convey to City, on the terms and conditions set forth in this Agreement,BNSF's rail line and rail corridor ownership interests in its rail line segment between Milepost 20.99 in Roy, Washington, and Milepost 25.56 in Yelm, Washington(collectively, "Rail Line"),together with BNSF's rights to conduct rail freight transportation business on the Rail Line, and certain other rights and obligations as specified in this Agreement; and WHEREAS, City desires to accept this donation from BNSF, and to acquire the Rail Line, BNSF's rights to conduct rail freight transportation business on the Rail Line, and certain other rights and obligations as specified in this Agreement, pursuant to the terms and conditions set forth in this Agreement; 1 NOW, THEREFORE, City and, BNSF agree as follows: 1. Donation Conveyances and Assignments. (a) BNSF shall donate and convey to City, on the date of Closing (as defined later herein), by Quitclaim Deed delivered by BNSF to City on that date, all of BNSF's ownership interest in BNSF's Rail Line (except a retained license to operate over such portion of the track at and near Roy, Washington as is necessary or convenient to interchange rail traffic between City and BNSF at Roy, Washington), which shall include all rail corridor land between the endpoint Mileposts of the Rail Line and-all improvements.that are located thereon._The Rail Line is-described specifically in Attachment 1 to the Quitclaim Deed set forth as Exhibit A attached hereto, and made a part hereof. BNSF and City acknowledge that the Rail Line does not include the parcel of land in Yelm, Washington that is being conveyed by BNSF to City in a separate transaction following the date of this Agreement. (b) BNSF shall convey to City, effective on the date of Closing,BNSF's right to conduct rail transportation business on the Rail Line, subject to the terms and conditions set forth in this Agreement,the Quitclaim Deed,the Bill of Sale and/or any agreement assigned by BNSF to City by the terms of this Agreement. (c) BNSF shall convey to City, on the date of Closing, by delivering to City on the date of Closing a Bill of Sale identical in form to the Bill of Sale set forth as Exhibit B attached hereto, and made a part hereof, all of BNSF's ownership interest in all personal property that, on the date of the Closing, does not constitute improvements on the Rail Line, but which then are present on the real property comprising the Rail Line. This conveyance shall be subject to the terms and conditions set forth in this Agreement, the Bill of Sale, the Quitclaim Deed and/or any agreement 2 assigned by BNSF to City by the terms of this Agreement. (d) BNSF hereby assigns to City, effective on the date of Closing, subject to all terms and conditions set forth in this Agreement, the Quitclaim Deed, the Bill of Sale and/or any agreement assigned by BNSF to City by the terms of this Agreement, all assignable rights and obligations of BNSF to the extent such rights and obligations are effective after Closing, to the extent that they are related to the Rail Line and are set forth in any agreement identified on Exhibit C attached hereto and made a part hereof. City hereby accepts the assignment of all such rights and obligations of BNSF, effective on the date of Closing, in accordance with theterms of-each applicable agreement and the terms of this Agreement. BNSF, and not City, shall be responsible for performing all of BNSF's duties in assigned agreements which are required to be performed on or before the date of Closing. City, and not BNSF, shall be responsible for performing all assigned duties in assigned agreements which are required to be performed after the date of Closing. City acknowledges that BNSF reserves, and City does not acquire, all rights and obligations set forth in any agreement identified in Exhibit C to the extent those rights or obligations are related to property owned by BNSF after Closing. If any contract is related to the Rail Line and is intended to be assigned by BNSF to City, in whole or in part,but inadvertently is not identified in Exhibit C, BNSF promptly shall provide to City a copy of any such contract immediately upon locating it, and City, as of the date of its receipt of such copy, shall assume the rights and obligations in such contract to the extent they are related to the Rail Line. BNSF believes that Exhibit C is a complete or nearly complete list of all contracts related to the Rail Line that are intended to be assigned by BNSF to City. City shall make no claim against BNSF arising out of any failure to obtain a consent to assignment from any party to any agreement assigned by BNSF to City, in whole or in part. BNSF 3 does not believe that any consents to such assignments are necessary. 2. Conditions of Donation. City hereby accepts the following conditions to BNSF's donation of the Rail Line, and it's conveyance and assignment to City of other rights and obligations as described in Paragraph 1: (a) City accepts all transferred real property and personal property "AS IS, WHERE IS" and "with all faults." City acknowledges_that.certain track. materials are missing from the Rail Line and that it cannot support train operations until certain repairs are made. (b) Commencing at 12:01 a.m. on the date following Closing, and continuing thereafter, City shall assume all common carrier obligations related to the Rail Line. (c) City shall take all actions and execute all documents that may be necessary or helpful in connection with BNSF's charitable donation tax deduction for donation of the Rail Line, including City executing the Donee Acknowledgment section of Internal Revenue Service Form 8283. (d) City shall pay all costs of Closing (except BNSF's cost of preparation of documents to be delivered at Closing), including, but not limited to, any escrow and service fees,real estate transfer taxes, excise taxes,recording fees and sales taxes associated with this Agreement or any of the conveyances governed by this Agreement. 4 3. Government Approval. City, at its sole expense, shall prepare and file such documents as may be required to secure approval, or exemption from approval, of this transaction by the federal Surface Transportation Board ("STB"). City shall make all reasonable efforts to obtain this approval or exemption in time for this transaction to close on November 16, 2000. City shall permit BNSF to review prior to filing all documents proposed by City to be filed with the STB or any court to secure legal approval or exemption of this transaction. 4. Representations and Warranties. (a) BNSF hereby represents and warrants to City, and City's successors and assignees, the following facts, as of the date of this Agreement and as of the date of Closing: (1) BNSF is a corporation duly organized,validly existing, and in good standing under the laws of the State of Delaware, and is qualified to do business as a foreign corporation in the State of Washington. (2) BNSF has the corporate power and authority to enter into this Agreement and carry out its obligations under this Agreement; (3) The execution, delivery and performance of this Agreement have been duly authorized and approved by all necessary corporate actions of BNSF, and no further corporate proceedings of BNSF are required to complete the transactions covered by this Agreement; (4) All of BNSF's obligations set forth in this Agreement constitute legal, valid 5 and binding obligations of BNSF which are enforceable against BNSF in accordance with their terms, except to the extent enforcement may be limited by bankruptcy, insolvency or reorganization law; (5) There is no provision in the Certificate of Incorporation or By-Laws of BNSF which prohibits the execution of this Agreement or consummation of the transactions covered by this Agreement; and (6) No representation or warranty by BNSF in this Agreement contains any untrue statement of a material fact, nor omits any material_fact that is necessary to make any representation or warranty not materially misleading. (b) City hereby represents and warrants to BNSF, and all successors and assignees of BNSF, the following facts, as of the date of this Agreement and as of the date of Closing, except where specifically noted to be as of the date of Closing only: (1) City is municipality duly organized, validly existing and in good standing under the laws of the State of Washington; (2) City is a qualified donee within the meaning of Section 170(c)(1) of the Internal Revenue Code of 1986, as amended; (3) City has all requisite business authority to purchase BNSF's rights and properties which are conveyed to City by this Agreement; to enter into this Agreement; to conduct rail freight transportation business on the Rail Line (as of the date of Closing only); and to perform all of City's obligations under this Agreement; (4) The execution of this Agreement and consummation of the transactions which 6 are a part of this Agreement have been duly authorized and approved by all necessary actions by City, and immediately upon execution of this Agreement by City's authorized representative, all of City's obligations set forth in or referenced in this Agreement shall constitute legal, valid and binding obligations of City, or City's successors or assignees, which obligations are enforceable against City in accordance with their terms, except to the extent enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting. the .enforcement- of creditors' rights generally and the application of general principles of equity; (5) There is no provision in the Charter of City,or any applicable law, ordinance or regulation, that prohibits the City's execution of this Agreement or it's consummation of the transactions covered by this Agreement; (6) As of the date of Closing only, City shall have obtained all legal authority which is necessary to enable City lawfully to conduct rail freight transportation operations over the Rail Line as a common carrier, commencing at 12:01 a.m. on the day following the date of Closing; and (7) No representation or warranty by City in this Agreement contains any untrue statement of a material fact, nor omits any material fact that is necessary to make any representation or warranty not materially misleading. 5. Inspection and Condition of the Rail Line. (a) By signing this Agreement, City acknowledges that City has inspected the 7 Rail Line, including all improvements and structures on the Rail Line, and all land to be conveyed as part of this transaction. City further acknowledges that: (i) except as set forth in this Agreement, no representation has been made by BNSF to City concerning the state or condition of the Rail Line, or the age of any improvements on the Rail Line; (ii) City has not relied upon any statement or declaration of BNSF, oral or in writing, as an inducement to entering into this Agreement, other than as stated in this Agreement; and (iii) all terms of this transaction are set forth in this Agreement. (b) BNSF HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AS TO THE DESIGN OR CONDITION OF THE-RAIL LINE, ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE RAIL LINE, OR THE CONFORMITY OF THE RAIL LINE TO ITS INTENDED USES. BNSF SHALL NOT BE LIABLE TO CITY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES(INCLUDING STRICT LIABILITY IN TORT) WITH RESPECT TO THE DESIGN, CONDITION, QUALITY, SAFETY, MERCHANTABILITY,OR FITNESS FOR ANY PARTICULAR PURPOSE, OF THE RAIL LINE, OR THE CONFORMITY OF THE RAIL LINE TO ITS INTENDED USES. BNSF DONATES AND CONVEYS, AND CITY ACCEPTS, THE RAIL LINE IN "AS IS, WHERE IS" AND "WITH ALL FAULTS" CONDITION, AND SUBJECT TO ALL LIMITATIONS ON THE RIGHTS, INTEREST AND TITLE OF BNSF TO THE PROPERTY COMPRISING THE RAIL LINE. 6. Liability and Indemnity. (a) Cooperation in Defense. City and BNSF agree that, following the date of Closing, 8 they will cooperate as necessary in defense of any claim, demand, investigation or litigation arising out of the ownership or operation of the Rail Line. (b) Definition of Losses. In this Agreement, the term "Losses" shall include all costs, expenses, fees or liabilities of, or in any way related to: (i) any violation of law or regulation, (ii) any damage to property,the environment or natural resources, (iii) any bodily injury or death of any person, or (iv) the breach of any contract, including this Agreement to the extent set forth in this Agreement. "Losses" shall include,but not be limited to, all costs of claims, activities in response to enforcement, costs of investigation and remediation,damages,judgments, awards,orders, decrees,-- payments, fines,penalties, assessments,court costs, and attorney, consultant and expert witness fees, and shall include cost recovery or contribution claims made pursuant to CERCLA or similar federal or state laws. (c) General Liability and Indemnity. (1) BNSF's General Liability and Indemnity. Except as provided in Paragraph 6(d) of this Agreement, BNSF shall be responsible for, and shall indemnify, defend and hold harmless City fully against, all Losses which: (i) arise out of BNSF's ownership or operation of the Rail Line, prior to the date of Closing; or (ii) result from any breach by BNSF of any representations or warranties of BNSF that are set forth in this Agreement, or any failure by BNSF to perform any obligations of BNSF under this Agreement. (2) City's General Liability and Indemnity. Except as provided in Paragraph 6(d) of this Agreement, and further except for Losses resulting from one or more representations or warranties of BNSF as set forth in this Agreement 9 containing any untrue or materially misleading statement of a material fact, or omitting any material fact that is necessary to prevent that representation or warranty from being materially misleading, City shall be responsible for, and shall indemnify, defend and hold harmless BNSF fully against, regardless of any negligence of BNSF, all Losses which: (i) arise out of City's ownership or operation of the Rail Line after 12:01 a.m. on the day following the date of Closing; (ii) result from any breach by City of any of its representations or warranties set forth in Paragraph-4(b)- of this Agreement,or any failure by City to perform any of its obligations under this Agreement; (iii) result from claims of third parties caused by City's nonperformance or required performance under any contract, lease, permit, license, easement or commitment relating to the Rail Line, if that contract, lease,permit, license, easement or commitment is identified in Exhibit C, or City has notice by BNSF of it and such contract, lease, permit, license, easement or commitment was intended to be assigned to, and assumed by, City at Closing; and (iv) are proximately caused, to any extent, by the activities, operations or presence of City or any of its agents, contractors, representatives,permittees or invitees, or any of their employees,who are on or near the Rail Line. (d) Environmental Liability and Indemnity. (1) City's Acknowledgments with Respect to the Rail Line. City acknowledges that BNSF has provided City with full access to inspect the Rail Line. 10 (2) BNSF's Environmental Liability and Indemnity. Notwithstanding any other liability or indemnification provision in this Agreement, BNSF shall be responsible for, and shall indemnify, defend and hold harmless City (including its successors and assignees) fully against, Losses incurred due to any claim, demand or litigation, to the extent it is based on any violation or requirement of any applicable environmental statute, ordinance, rule, regulation, order or decision (collectively, "Environmental Laws"), and the Losses arise from: (i) any chemical, material or substance that-is-now, or at the time in question is, regulated or governed by any law, the release of which creates any liability under any applicable law; or(ii) any other material which, when released, would cause ecological damage in violation of any applicable Environmental Laws (items described by (i) or (ii) above are referenced hereinafter as "Hazardous Materials")located on,under or near the Rail Line,to the extent that such Losses: (A) were caused by one or more acts or omissions of BNSF that occurred prior to the date of Closing, and that could not have been discovered by City in a reasonable inspection of the Rail Line; and (B) result from any written claim made by a party other than City, ("Claims") that is delivered to BNSF within one year following the date of Closing; and (C) exceed $10,000 in the aggregate in that year. (3) City's Environmental Liability and Indemnity. As a condition of BNSF's 11 donation of the Rail Line, and notwithstanding the liability and indemnity provisions set forth in Paragraph 6(c) of this Agreement, City shall be responsible for, and shall indemnify, defend, and hold harmless BNSF fully against, regardless of any negligence of BNSF, Losses incurred due to any claim, demand or litigation, to the extent it is based on any violation or requirement of any applicable environmental statute, ordinance, rule, regulation, order or decision, and the Losses arise from any Hazardous Materials located on, under or near the Rail Line, to the extent that such Losses either: (A) resulted from any cause or causes that were not the result of one or more acts of BNSF that occurred prior to the date of Closing which could not have been discovered by City in a reasonable inspection of the Rail Line; or (B) were caused by one or more acts of BNSF that occurred prior to the date of Closing which could not have been discovered by City in a reasonable inspection of the Rail Line, and result from a Claim delivered to BNSF within one year following the date of Closing,but only up to $10,000 in the aggregate in that year; or (C) do not result from a Claim that is delivered to BNSF within one year following the date of Closing. (4) Arbitration of Allocation of Liability Between City and BNSF. Any dispute between City and BNSF as to allocation between them of Losses for which 12 both City and BNSF are responsible under the terms of this Paragraph 6 shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association, or with the rules of such other alternative dispute resolution service as BNSF and City may agree. (5) City To Comply With Hazardous Materials Laws. City agrees to comply with all applicable federal, state and local laws, regulations and rules concerning handling and disposal of Hazardous Materials in connection with _City's ownership of,_and_activities_on-and_near, the_RaitLine.--- . - --- - _ - - (6) Liability Remedies and Obligations Are Exclusive. City and BNSF agree that the remedies and obligations set forth in this Paragraph 6 shall be exclusive remedies and obligations of each one to the other with respect to any Losses relating to the release or existence of Hazardous Materials on or near the Rail Line. (e) BNSF to Deliver Certain Property Records to City. BNSF shall make good faith efforts to deliver to City, at or before the date of Closing, originals or copies of whatever records, prints, archival information, or other evidence that BNSF locates in a reasonable search of BNSF's records,which bears upon the use of,maintenance,or title to the real estate comprising the Rail Line. If, at any time after Closing, BNSF locates any other documents which bear upon the use of, maintenance, or title to any such real estate, BNSF promptly shall provide originals or copies of those documents to City. BNSF shall indemnify and hold harmless City against any and all Losses that City incurs that result from BNSF not having delivered any relevant and necessary documents which bear upon the use of, maintenance, or title to any such real estate at or before Closing. 13 7. Assignment. Any assignee, including any successor in interest, of City's rights under or property acquired by this Agreement, must first assume in writing delivered to BNSF all of City's continuing and existing, or thereafter arising, obligations under this Agreement, and under any then effective contract assigned by BNSF to City, in whole or in part, in accordance with the terms of this Agreement. 8. Obligations are Continuing. The representations, warranties and obligations of BNSF and City in this Agreement are continuing and survive the Closing and delivery of the Quitclaim Deed. Terms of continuing obligations in this Agreement are subject to amendment only by a written contract signed by City and BNSF, or their respective successors or assignees. 9. Liens and Encumbrances. BNSF represents and warrants that, to BNSF's knowledge, BNSF has not caused or suffered, and will not cause or suffer prior to the date of Closing, any liens or encumbrances to secure the payment of a debt of BNSF to be filed against the Rail Line which would materially adversely affect City. BNSF represents and warrants that, to BNSF's knowledge, except for: (i)the lien of BNSF's General Lien Mortgage, dated November 10, 1896, between BNSF's predecessor, Northern Pacific Railway, and the Mercantile Trust Company, as supplemented, and (ii)the lien of BNSF's Consolidated Mortgage, dated March 3, 1970, between BNSF's predecessor, Burlington 14 Northern,Inc., and Morgan Guaranty Trust Company of New York, as supplemented(collectively, "Mortgages"), BNSF has not caused or suffered any lien or encumbrance to secure the payment of a debt of BNSF to be filed against BNSF's ownership interest in the Rail Line, and BNSF warrants that the liens of the Mortgages will not materially adversely affect City. BNSF will deliver to City, within a year following Closing, an executed release of BNSF's ownership interest in the Rail Line from the liens of the Mortgages. Until such releases are delivered to City, BNSF shall indemnify City against any Losses that City incurs after Closing that result from BNSF not having delivered such executed releases to City. City agrees to take title totheRail Line assets and ownership interests conveyed by the terms of this Agreement subject to all liens and encumbrances on those assets and ownership interests. 10. Pending Public Works Projects. BNSF has no knowledge of any pending government funded public works projects on the Rail Line. 11. City to Offer to Hire BNSF's Qualified Employees. City shall consider for initial employment in operating and maintaining the Rail Line any of BNSF's employees who are eligible to work on the Rail Line on the date of this Agreement. City shall give priority hiring consideration for any such positions to such employees of BNSF who are represented by the Brotherhood of Maintenance of Way Employees. City shall offer to hire for any such positions at salary levels and other terms and conditions of employment that are determined by City to be appropriate, all of those employees who City, in its sole discretion, determines to be 15 best qualified and needed. City promptly shall notify BNSF of the name of each of BNSF's current employees who City offers to hire, and also the name of each of these employees who City actually hires. City shall assume a neutral stance in any Brotherhood of Maintenance of Way Employees union organizing effort. 12. Closing. (a) The closing("Closing")of this transaction shall occur on November 16, 2000, or another date mutually agreed by the parties in writing. (b) At Closing, BNSF shall deliver to City the following documents: (1) An original executed, attested and notarized Quitclaim Deed to the Rail Line in exact form as the Quitclaim Deed attached hereto as Exhibit A; and (2) An executed Bill of Sale in exact form as the Bill of Sale attached hereto as Exhibit B. (c) At or before Closing, Shortline shall deliver to BNSF copy of City's City Code, and any applicable Sections from the Revised Code of Washington, as adopted by reference by the City in the City Code. 13. Proration. Prepaid rentals, utilities, and other income or fees attributable to the Rail Line interests to be transferred by BNSF to City, under the terms of this Agreement shall be prorated between BNSF and City in such manner as to allocate to BNSF all income and expenses attributable 16 to the Rail Line that has been received, or for which bills have been received,on or prior to the date of Closing; and to allocate to City all income and expenses attributable to the Rail Line that is received, or for which bills are received, after the date of Closing. BNSF shall be responsible for all real estate taxes applicable to the Rail Line through the date of Closing. City shall be responsible for any taxes applicable to City as owner of the Rail Line after the date of Closing. 14. Interchange. (a) City and Railway may interchange rail freight traffic, cars and locomotives to and from each other on tracks on the northeastern end of the Rail Line, at Roy, Washington. The track or tracks used for this interchange shall be known as the "Interchange Track." (b) Cars and their contents that are delivered by one party to the other on the Interchange Track shall be deemed to be in the possession of the receiving party as of the time they are placed on the Interchange Track and uncoupled from the delivering party's train or engine,except that if any such car is rejected by the receiving party under the Interchange Rules of the Association of American Railroads ("AAR") or any successor rules, the refused car shall be deemed to remain in the possession of the delivering party until that car is accepted by the receiving party. 15. Car Hire Costs. The party in possession of any car shall be responsible for all car hire costs,per diem expenses and mileage allowances payable with respect to such car, for any per diem charges for trailers or containers carried by such car, or for any equipment use charges applicable to any RoadRailer equipment or similar carless intermodal technology. 17 16. City and BNSF to Publish Combination Rates to and From Roy, Washington. BNSF may establish combination rates to and/or from Roy, Washington, as appropriate,to handle rail freight traffic interchanged between BNSF and City at Roy, Washington. City may establish combination rates to and/or from Roy,Washington, as appropriate,to handle the rail freight traffic that originates or terminates on the Rail Line. 17. Time_is of the Essence. Time is of the essence in this Agreement. 18. Transfer of Operations. All responsibility and authority for conducting rail operations on the Rail Line shall be transferred from BNSF to City at 12:01 a.m. on the day following the date of Closing. 19. Transfer of Liabilities; Payment of Charges. For the period before and including the day of Closing, BNSF shall be responsible for: (a)all common carrier rail operations, including car supply,on the Rail Line; (b)any freight loss and damage claims attributable to rail operations over the Rail Line; and (c) all car accounting and all car hire and car mileage allowance payments relating to rail operations over the Rail Line. At and after 12:01 a.m. on the day following the date of Closing, City shall be responsible for: (d) all common carrier rail operations, including car supply, on the Rail Line; (e) any freight loss and damage claims attributable to rail operations over the Rail Line; and (f) all car accounting and all 18 car hire and car mileage allowance payments relating to rail operations over the Rail Line. 20. Electronic Data Interchange. Within six months following the month in which City and BNSF interchange any freight cars at Roy, Washington, City must have the ability to send and receive electronically waybills, advanced consists, and bills of lading; as well as Train II reports and passing/placement reportings for performance purposes. Transaction reporting should be at industry standard levels or one level behind. 21. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. 22. Effect of Waiver. Any waiver by any party to this Agreement, or failure by any such party to insist upon full and complete performance by any other party to this Agreement of its obligations set forth in this Agreement, shall not constitute a waiver or release of such party's right to insist upon full and complete performance of any other obligations in this Agreement, or a waiver or release of such party's right to insist upon full and complete performance of the obligations that were waived or not enforced for periods prior to, or following, the waiver or failure to insist upon full and complete performance. This Agreement shall be amended or modified only by written agreement signed by all three parties hereto. 19 L 23. Notices. All notices and other communications under this Agreement shall be in writing and deemed properly served if delivered by hand to the party addressed or, if mailed, when received by the United States Postal Service in registered or certified mail, postage prepaid, or, if sent by a national overnight service, when received by the carrier service in a prepaid mailer, return receipt requested, addressed as follows: BNSF: Mr. Jerome M. Johnson Assistant Vice President Shortline Development The Burlington Northern and Santa Fe Railway Company 2600 Lou Menk Drive Fort Worth, Texas 76131 City: Ms. Shelly Badger City Administrator, City of Yelm 105 Yelm Avenue West P.O. Box 479 Yelm, Washington 98597 Either party hereto may change its address or addressee to which notices are to be given by providing written notice of the change to the other party. 24. Confidentiality. Except to the extent that the terms of this Agreement are required to be disclosed by the STB, by order of any court of competent jurisdiction or any governmental agency, or by laws or regulations applicable to the City entering into this transaction, each party to this Agreement shall 20 not disclose the contents of this Agreement to any other party, without the prior written consent of the other parties to this Agreement. Any party who learns of any of the terms of this Agreement shall be required by the party to this Agreement who is disclosing the information not to disclose those terms to any other party without the prior written consent of both parties to this Agreement. 25. Entire Agreement; Integration of Agreement. This document, together with all Exhibits attached hereto, constitutes the entire agreement between City, BNSF and Railway relating to this transaction. Any other prior or contemporaneous agreements,understandings,representations or statements,whether oral or written, relating to this transaction are merged herein. The headings and titles to provisions in this Agreement are for convenience only, and shall not be deemed to modify or affect the rights or duties of City or BNSF. All rights and obligations of City and BNSF set forth in this Agreement, or in any Exhibit attached hereto, are integral parts of this Agreement. The parties agree that the terms herein have been arrived at by mutual negotiation and that no terms herein shall be presumptively construed against either party regardless of who drafted it in the first instance. 21 IN WITNESS WHEREOF, authorized representatives of City and BNSF have executed this Agreement as of this day of November, 2000. THE BURLINGTON NORTHERN AND CITY OF YELM SANTA FE RAILWAY COMPANY By: By: Peter J. Rickershauser Vice President Network Development N:\law.mkg\dww\contracts\yelm donation4 22 EXHIBIT A QUITCLAIM DEED THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY, a Delaware corporation, Grantor, hereby donates, conveys and quitclaims to Grantee, CITY OF YELM, a municipality in the State of Washington,without any covenants of warranty whatsoever and without recourse to Grantor, its successors or assignees, all of Grantor's rights, title and interest, if any, in real estate and improvements constituting Grantor's rail corridor between Milepost 20.99, in Roy, Washington, and the southwestern end of this rail line corridor at or near Milepost 25.26, in Yelm, Washington, which real estate and improvements are situated in Pierce and Thurston Counties, Washington, the boundaries of which are more particularly described in Attachment 1, attached hereto (hereinafter"Premises"). SUBJECT,however,to all existing interests in the Premises, including but not limited to all reservations, easements and other encumbrances, of record or otherwise. EXCEPTING AND RESERVING unto Grantor,its successors and assignees, a license for 99 years (or until any earlier date on which all rail service is abandoned on the rail line on the Premises), to operate over such portion of track on the Premises at or near Roy, Washington as is necessary or convenient to interchange rail traffic between Grantor and Grantee, or Grantee's successor or assignee. IN WITNESS WHEREOF, Grantor has caused this instrument to be signed by its authorized representative, and its corporate seal to be affixed hereto, on the day of November, 2000. -1- THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY By: Peter J. Rickershauser Vice President-Network Development ATTEST: By: Assistant Secretary N:law.mkg\dww%contracts\yelm quitclaim deed —2— STATE OF TEXAS ) ss. COUNTY OF TARRANT ) On this day of November,2000,before me,the undersigned,a Notary Public in and for the State of Texas, duly commissioned and sworn,personally appeared Peter I Rickershauser, Vice President, Network Development, and an Assistant Secretary, respectively, of The Burlington Northern and Santa Fe Railway Company,the corporation that executed the foregoing instrument, and acknowledged the execution thereof to be the free and voluntary act and deed of such officer and the voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they are authorized to execute the foregoing instrument and that the seal affixed in the corporate seal of said corporation. Witness my hand and official seal affixed the day and year first above written. Notary Public My commission expires: -3- i � -4 • ATTACHEMENT 1 THE REAL ESTATE AND IMPROVEMENTS THAT CONSTITUTES THAT PORTION OF THAT CERTAIN LINE OF RAILROAD DESIGNATED IN THE RECORDS OF THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY'S (FORMERLY NORTHERN PACIFIC RAILWAY COMPANY) AS THE LAKE VIEW SUBDIVISION, CONNECTING ROY (NEAR MILE POST 20.99) TO YELM (NEAR MILE POST 25.56), WASHINGTON, THE REAL ESTATE VARYING IN WIDTH ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS SECTIONS 4, 9 AND 16, ALL IN TOWNSHIP 17 NORTH, RANGE 2 EAST OF THE WILLAMETTE MERIDIAN, PIERCE COUNTY, WASHINGTON, AND SECTIONS 16, 17, 19 AND 20, ALL IN TOWNSHIP 17 NORTH, RANGE 2 EAST, W. M., THURSTON COUNTY, WASHINGTON, MORE PARTICULARLY DESCRIBED AS FOLLOWS,TO-WIT:_. PIERCE COUNTY ALL THAT PORTION OF SAID RAILWAY COMPANY'S 100.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 50.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE SEl/4NEI/a AND THE SETA OF SAID SECTION 4, THE NEIANWIANEI/a OF SAID SECTION 9, AND THE WESTERLY THREE-FOURTHS OF THE ISAAC BASTIAN DONATION LAND CLAIM NO. 39, IN SAID SECTION 9, BOUNDED ON THE NORTH BY THE NORTH LINE OF SAID SEIANEI/a, AND BOUNDED ON THE SOUTH BY THE SOUTHWESTERLY BOUNDARY OF SAID ISAAC BASTIAN DONATION LAND CLAIM NO. 39; ALSO, AN ADDITIONAL STRIP 30 FEET IN WIDTH ON EACH SIDE OF, PARALLEL WITH AND ADJACENT TO THE SOUTHERLY 1400 FEET OF THE HEREINABOVE DESCRIBED 100.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING THE SAME PROPERTY DESCRIBED IN WARRANTY DEED FROM HENRY MURRAY, ET UX TO THE NORTHERN PACIFIC RAILWAY COMPANY FILED FOR RECORD SEPTEMBER 6, 1902 IN BOOK 186 OF DEEDS, PAGE 571 IN AND FOR SAID COUNTY; ALSO, ALL THAT PORTION OF SAID RAILWAY COMPANY'S 400.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 200.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS GOVERNMENT LOTS 1 AND 2 OF SAID SECTION 9, AND THE NV2 OF SAID SECTION 16, BOUNDED ON THE NORTHEAST BY THE SOUTHWESTERLY BOUNDARY OF SAID ISAAC BASTIAN DONATION LAND CLAIM NO. 39, IN SAID SECTION 9, AND BOUNDED ON THE SOUTHWEST BY THE CENTER OF NISQUALLY RIVER, ALSO BEING THE SOUTHERLY BOUNDARY OF PIERCE COUNTY. 1 .} 1 THURSTON COUNTY ALL THAT PORTION OF SAID RAILWAY COMPANY'S 400.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 200.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS GOVERNMENT LOT 1 OF SAID SECTION 16, BOUNDED ON THE NORTHEAST BY THE CENTER OF NISQUALLY RIVER, ALSO BEING THE NORTHERLY BOUNDARY OF THURSTON COUNTY, AND BOUNDED ON THE SOUTHWEST BY THE WEST LINE OF SAID SECTION 16;ALSO, ALL THAT PORTION OF SAID RAILWAY COMPANY'S 200.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 100.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND--CONSTRUCTED UPON, OVER AND ACROSS GOVERNMENT LOTS 4 AND 9 AND THE SWI/4NEI/a OF SAID SECTION 17, BOUNDED ON THE NORTHEAST BY THE EAST LINE OF SAID SECTION 17, AND BOUNDED ON THE SOUTHWEST BY THE SOUTH LINE OF SAID SWI/4NEI/a; ALSO, ALL THAT PORTION OF SAID RAILWAY COMPANY'S 100.0 FOOT WIDE BRANCH LINE RIGHT OF WAY, BEING 50.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE NWI/aSEI/a AND THE SWI/a OF SAID SECTION 17, THE NWI/4NWI/a OF SAID SECTION 20, AND THE NEI/a AND THE SEI/aSEI/4NWI/a OF SAID SECTION 19, BOUNDED ON THE NORTHEAST BY THE NORTH LINE OF SAID NWI/aSEI/a OF SECTION 17, AND BOUNDED ON THE SOUTHWEST BY THE SOUTH LINE OF SAID SEI/aSEI/4NWI/a OF SAID SECTION 19;ALSO, A 30.0 FOOT WIDE CORRIDOR, BEING 15.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE SW-1/4 OF SAID SECTION 19, BOUNDED ON THE NORTHEAST BY THE NORTH LINE OF SAID SWI/a, AND BOUNDED ON THE SOUTHWEST BY THE SOUTHWESTERLY BOUNDARY OF THE PLATTED PORTION OF YELM, WASHINGTON, SAID SOUTHWESTERLY BOUNDARY ALSO BEING THE NORTHEASTERLY BOUNDARY OF THAT PORTION OF SAID RAILWAY COMPANY'S YELM TO TENINO, WASHINGTON BRANCH LINE RIGHT OF WAY CONVEYED TO THURSTON COUNTY, WASHINGTON BY QUITCLAIM DEED DATED AUGUST 14, 1996. r EXHIBIT "A" THAT PORTION OF THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY'S (FORMERLY NORTHERN PACIFIC RAILWAY COMPANY) 100.0 FOOT WIDE ROY TO YELM, WASHINGTON BRANCH LINE RIGHT OF WAY, NOW DISCONTINUED, BEING 50.0 FEET WIDE ON EACH SIDE OF SAID RAILWAY COMPANY'S MAIN TRACK CENTERLINE, AS ORIGINALLY LOCATED AND CONSTRUCTED UPON, OVER AND ACROSS THE SWI/4 OF SECTION 19, TOWNSHIP 17 NORTH, RANGE 2 EAST OF THE WILLAMETTE MERIDIAN, THURSTON COUNTY, WASHINGTON, BOUNDED ON THE NORTHEAST BY THE NORTH LINE OF SAID SWI/a, AND BOUNDED ON THE SOUTHWEST BY THE SOUTHWESTERLY BOUNDARY OF THE PLATTED PORTION OF YELM, WASHINGTON, SAID SOUTHWESTERLY BOUNDARY ALSO BEING THE NORTHEASTERLY BOUNDARY OF THAT PORTION OF SAID RAILWAY COMPAN-Y'S YELM-TO--T-ENINO, WASHINGTON BRANCH LINE - RIGHT OF WAY CONVEYED TO THURSTON COUNTY, WASHINGTON BY QUITCLAIM DEED DATED AUGUST 14, 1996, EXCEPTING THEREFROM, A 30.0 FOOT WIDE CORRIDOR, BEING 15.0 FEET WIDE ON EACH SIDE OF SAID MAIN TRACK CENTERLINE UPON, OVER AND ACROSS THE SWI/4 OF SAID SECTION 19. r EXHIBIT B BILL OF SALE THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY (`BNSF") hereby donates and conveys to CITY OF YELM all of BNSF's rights, title and interest to the following unaffixed personal property located on BNSF's rail corridor between Milepost 20.99 in Roy, Washington and the end of this rail line at or near Milepost 25.26, in Yelm, Washington. BNSF HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY,WHETHER EXPRESS OF IMPLIED, AS TO THE DESIGN OR CONDITION OF ANY SUCH PERSONAL PROPERTY HEREBY CONVEYED, ITS MERCHANTABILITY, OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. BNSF SHALL NOT BE LIABLE TO CITY OF YELM FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO THE DESIGN, CONDITION, QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OF THE PERSONAL PROPERTY CONVEYED HEREBY. IN WITNESS WHEREOF, BNSF has caused this Bill of Sale to be executed by its duly authorized representative this day of November, 2000. THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY By: Peter J. Rickershauser Vice President-Network Development NAaw.mkg\dww\contracts\yelm bill of sale EXHIBIT C Agreements Assigned to City of Yelm In Whole or In Part 10002 Derma W. Vftscm P_ O. Box 6039 Wilmette, IL 60091-6039 Aftw y atLaw (841)8640386 Phone (847)864-0389 Fax October 1.9,2000 VIA OVERNIGHT MAH, Ms. Shelly Badger Yelm City Administrator City of Yelm 105 Yelm Avenue West P.O. Box 479 Yelm, WA 98597 RE. Roy-Yelm, Washington Rail Corridor Donation Contract Dear Ms_ Badger- This responds to your letter received yesterday. The enclosed revised contract corrects the two typos that you pointed out in Sections 9 and 6 (d)(5). BNSF cannot agree to allow any party a right of first refusal to acquire the Roy to Lakewood, Washington rail line. This could limit BNSF's options and the value of the rail corridor should BNSF decide to sell it some time in the future. Rich Batie directed me to tell you that if BNSF decides to sell this rail corridor in the future it will keep in mind the City of Yelm's interest in purchasing the corridor. Very truly yours, Dennis W. Wilson Attorney for The Burlington Northern and Santa Fe Railway Company DWW/jbs Enclosures cc: Mr. Steve Day(via overnight snail w/enclosure) Mr. Jerry Johnson (via a-mail, w/enclosures) Mr_ Rich Batie " Mr. Mike Roper " N_Uaw,mkg\dww\y2kleuerr\1019ba4er October 19, 2000 Draft AGREEMENT FOR DONATION OF CERTAIN ASSETS,RIGHTS AND OBLIGATIONS OF THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY TO CITY OF YELM AGREEMENT FOR DONATION OF CERTAIN ASSETS, RIGHTS AND OBLIGATIONS OF THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY TO CITY OF YELM THIS AGREEMENT ("Agreement") is entered into as of this day of October, 2000, between THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY, a Delaware corporation ("BNSF"), and The City of Yelm, a municipality in the the State of Washington("City"). WHEREAS, BNSF desires to donate and convey to City, on the terms and conditions set forth in this Agreement, BNSF's rail line and rail corridor ownership interests in its rail line segment between Milepost 20.99 in Roy,Washington,and Milepost 25.56 in Yelm, Washington(collectively, "Rail Line"),together with BNSF's rights to conduct rail freight transportation business on the Rail Line, and certain other rights and obligations as specified in this Agreement; and WHEREAS,City desires to accept this donation from BNSF, and to acquire the Rail Line, BNSF's rights to conduct rail freight transportation business on the Rail Line, and certain other rights and obligations as specified in this Agreement, pursuant to the terms and conditions set forth in this Agreement; 1 NOW, THEREFORE, City and, BNSF agree as follows: 1. Donation Conveyances and Assignments. (a) BNSF shall donate and convey to City, on the date of Closing (as defined later herein), by Quitclaim Deed delivered by BNSF to City on that date, all of BNSF's ownership interest in BNSF's Rail Line (except a retained license to operate over such portion of the track at and near Roy, Washington as is necessary or convenient to interchange rail traffic between City and BNSF at Roy, Washington), which shall include all rail corridor land between the endpoint Mileposts of the Rail Line and all improvements that are located thereon. The Rail Line is described specifically in Attachment 1 to the Quitclaim Deed set forth as Exhibit A attached hereto, and made a part hereof. BNSF and City acknowledge that the Rail Line does not include the parcel of land in Yelm, Washington that is being conveyed by BNSF to City in a separate transaction following the date of this Agreement. (b) BNSF shall convey to City, effective on the date of Closing, BNSF's right to conduct rail transportation business on the Rail Line, subject to the terms and conditions set forth in this Agreement,the Quitclaim Deed, the Bill of Sale and/or any agreement assigned by BNSF to City by the terms of this Agreement. (c) BNSF shall convey to City, on the date of Closing, by delivering to City on the date of Closing a Bill of Sale identical in form to the Bill of Sale set forth as Exhibit B attached hereto, and made a part hereof,all of BNSF's ownership interest in all personal property that, on the date of the Closing, does not constitute improvements on the Rail Line, but which then are present on the real property comprising the Rail Line. This conveyance shall be subject to the terms and conditions set forth in this Agreement, the Bill of Sale, the Quitclaim Deed and/or any agreement 2 assigned by BNSF to City by the terms of this Agreement. (d) BNSF hereby assigns to City, effective on the date of Closing, subject to all terms and conditions set forth in this Agreement, the Quitclaim Deed, the Bill of Sale and/or any agreement assigned by BNSF to City by the terms of this Agreement, all assignable rights and obligations of BNSF to the extent such rights and obligations are effective after Closing, to the extent that they are related to the Rail Line and are set forth in any agreement identified on Exhibit C attached hereto and made a part hereof. City hereby accepts the assignment of all such rights and obligations of BNSF, effective on the date of Closing, in accordance with the terms of each applicable agreement and the terms of this Agreement. BNSF, and not City, shall be responsible for performing all of BNSF's duties in assigned agreements which are required to be performed on or before the date of Closing. City, and not BNSF, shall be responsible for performing all assigned duties in assigned agreements which are required to be performed after the date of Closing. City acknowledges that BNSF reserves, and City does not acquire, all rights and obligations set forth in any agreement identified in Exhibit C to the extent those rights or obligations are related to property owned by BNSF after Closing. If any contract is related to the Rail Line and is intended to be assigned by BNSF to City, in whole or in part,but inadvertently is not identified in Exhibit C,BNSF promptly shall provide to City a copy of any such contract immediately upon locating it, and City, as of the date of its receipt of such copy, shall assume the rights and obligations in such contract to the extent they are related to the Rail Line. BNSF believes that Exhibit C is a complete or nearly complete list of all contracts related to the Rail Line that are intended to be assigned by BNSF to City. City shall make no claim against BNSF arising out of any failure to obtain a consent to assignment from any party to any agreement assigned by BNSF to City, in whole or in part. BNSF 3 does not believe that any consents to such assignments are necessary. 2. Conditions of Donation. City hereby accepts the following conditions to BNSF's donation of the Rail Line, and it's conveyance and assignment to City of other rights and obligations as described in Paragraph 1: (a) City accepts all transferred real property and personal property "AS IS, WHERE IS" and "with all faults." City acknowledges that certain track materials are missing from the Rail Line and that it cannot support train operations until certain repairs are made. (b) Commencing at 12:01 a.m. on the date following Closing, and continuing thereafter, City shall assume all common carrier obligations related to the Rail Line. (c) City shall take all actions and execute all documents that may be necessary or helpful in connection with BNSF's charitable donation tax deduction for donation of the Rail Line, including City executing the Donee Acknowledgment section of Internal Revenue Service Form 8283. (d) City shall pay all costs of Closing (except BNSF's cost of preparation of documents to be delivered at Closing), including, but not limited to, any escrow and service fees, real estate transfer taxes, excise taxes,recording fees and sales taxes associated with this Agreement or any of the conveyances governed by this Agreement. 4 3. Government Approval. City, at its sole expense, shall prepare and file such documents as may be required to secure approval, or exemption from approval, of this transaction by the federal Surface Transportation Board ("STB"). City shall make all reasonable efforts to obtain this approval or exemption in time for this transaction to close on November 16, 2000. City shall permit BNSF to review prior to filing all documents proposed by City to be filed with the STB or any court to secure legal approval or exemption of this transaction. 4. Representations and Warranties. (a) BNSF hereby represents and warrants to City, and City's successors and assignees, the following facts, as of the date of this Agreement and as of the date of Closing: (1) BNSF is a corporation duly organized,validly existing, and in good standing under the laws of the State of Delaware, and is qualified to do business as a foreign corporation in the State of Washington. (2) BNSF has the corporate power and authority to enter into this Agreement and carry out its obligations under this Agreement; (3) The execution, delivery and performance of this Agreement have been duly authorized and approved by all necessary corporate actions of BNSF, and no f irther corporate proceedings of BNSF are required to complete the transactions covered by this Agreement; (4) All of BNSF's obligations set forth in this Agreement constitute legal, valid 5 and binding obligations of BNSF which are enforceable against BNSF in accordance with their terms, except to the extent enforcement may be limited by bankruptcy, insolvency or reorganization law; (5) There is no provision in the Certificate of Incorporation or By-Laws of BNSF which prohibits the execution of this Agreement or consummation of the transactions covered by this Agreement; and (6) No representation or warranty by BNSF in this Agreement contains any untrue statement of a material fact, nor omits any material fact that is necessary to make any representation or warranty not materially misleading. (b) City hereby represents and warrants to BNSF, and all successors and assignees of BNSF, the following facts, as of the date of this Agreement and as of the date of Closing, except where specifically noted to be as of the date of Closing only: (1) City is municipality duly organized, validly existing and in good standing under the laws of the State of Washington; (2) City is a qualified donee within the meaning of Section 170(c)(1) of the Internal Revenue Code of 1986, as amended; (3) City has all requisite business authority to purchase BNSF's rights and properties which are conveyed to City by this Agreement; to enter into this Agreement; to conduct rail freight transportation business on the Rail Line (as of the date of Closing only); and to perform all of City's obligations under this Agreement; (4) The execution of this Agreement and consummation of the transactions which 6 are a part of this Agreement have been duly authorized and approved by all necessary actions by City, and immediately upon execution of this Agreement by City's authorized representative, all of City's obligations set forth in or referenced in this Agreement shall constitute legal, valid and binding obligations of City, or City's successors or assignees, which obligations are enforceable against City in accordance with their terms, except to the extent enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally and the application of general principles of equity; (5) There is no provision in the Charter of City, or any applicable law,ordinance or regulation, that prohibits the City's execution of this Agreement or it's consummation of the transactions covered by this Agreement; (6) As of the date of Closing only, City shall have obtained all legal authority which is necessary to enable City lawfully to conduct rail freight transportation operations over the Rail Line as a common carrier, commencing at 12:01 a.m. on the day following the date of Closing; and (7) No representation or warranty by City in this Agreement contains any untrue statement of a material fact, nor omits any material fact that is necessary to make any representation or warranty not materially misleading. 5. Inspection and Condition of the Rail Line. (a) By signing this Agreement, City acknowledges that City has inspected the 7 Rail Line, including all improvements and structures on the Rail Line, and all land to be conveyed as part of this transaction. City further acknowledges that: (i)except as set forth in this Agreement, no representation has been made by BNSF to City concerning the state or condition of the Rail Line, or the age of any improvements on the Rail Line; (ii) City has not relied upon any statement or declaration of BNSF, oral or in writing,as an inducement to entering into this Agreement, other than as stated in this Agreement; and (iii) all terms of this transaction are set forth in this Agreement. (b) BNSF HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AS TO THE DESIGN OR CONDITION OF THE RAIL LINE, ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE RAIL LINE, OR THE CONFORMITY OF THE RAIL LINE TO ITS INTENDED USES. BNSF SHALL NOT BE LIABLE TO CITY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT) WITH RESPECT TO THE DESIGN, CONDITION, QUALITY, SAFETY,MERCHANTABILITY,OR FITNESS FOR ANY PARTICULAR PURPOSE, OF THE RAIL LINE, OR THE CONFORMITY OF THE RAIL LINE TO ITS INTENDED USES. BNSF DONATES AND CONVEYS, AND CITY ACCEPTS,THE RAIL LINE IN "AS IS, WHERE IS" AND "WITH ALL FAULTS" CONDITION, AND SUBJECT TO ALL LIMITATIONS ON THE RIGHTS, INTEREST AND TITLE OF BNSF TO THE PROPERTY COMPRISING THE RAIL LINE. 6. Liability and Indemnity. (a) Cooperation in Defense. City and BNSF agree that, following the date of Closing, 8 they will cooperate as necessary in defense of any claim, demand, investigation or litigation arising out of the ownership or operation of the Rail Line. (b) Definition of Losses. In this Agreement, the term "Losses" shall include all costs, expenses, fees or liabilities of, or in any way related to: (i) any violation of law or regulation, (ii) any damage to property,the environment or natural resources, (iii) any bodily injury or death of any person, or (iv) the breach of any contract, including this Agreement to the extent set forth in this Agreement. "Losses" shall include,but not be limited to, all costs of claims, activities in response to enforcement,costs of investigation and remediation, damages,judgments, awards, orders,decrees, payments, fines,penalties,assessments, court costs,and attorney, consultant and expert witness fees, and shall include cost recovery or contribution claims made pursuant to CERCLA or similar federal or state laws. (c) General Liability and Indemnity. (1) BNSF's General Liability and Indemnity. Except as provided in Paragraph 6(d) of this Agreement, BNSF shall be responsible for, and shall indemnify, defend and hold harmless City fully against, all Losses which: (i) arise out of BNSF's ownership or operation of the Rail Line, prior to the date of Closing; or (ii) result from any breach by BNSF of any representations or warranties of BNSF that are set forth in this Agreement, or any failure by BNSF to perform any obligations of BNSF under this Agreement. (2) City's General Liability and Indemnity. Except as provided in Paragraph 6(d) of this Agreement, and further except for Losses resulting from one or more representations or warranties of BNSF as set forth in this Agreement 9 containing any untrue or materially misleading statement of a material fact, or omitting any material fact that is necessary to prevent that representation or warranty from being materially misleading, City shall be responsible for, and shall indemnify, defend and hold harmless BNSF fully against, regardless of any negligence of BNSF, all Losses which: (i) arise out of City's ownership or operation of the Rail Line after 12:01 a.m. on the day following the date of Closing; (ii) result from any breach by City of any of its representations or warranties set forth in Paragraph 4(b) of this Agreement, or any failure by City to perform any of its obligations under this Agreement; (iii) result from claims of third parties caused by City's nonperformance or required performance under any contract, lease, permit, license, easement or commitment relating to the Rail Line, if that contract, lease,permit, license, easement or commitment is identified in Exhibit C, or City has notice by BNSF of it and such contract, lease, permit, license, easement or commitment was intended to be assigned to, and assumed by, City at Closing; and (iv) are proximately caused, to any extent, by the activities, operations or presence of City or any of its agents, contractors, representatives,permittees or invitees, or any of their employees, who are on or near the Rail Line. (d) Environmental Liability and Indemnity. (1) City's Acknowledgments with Respect to the Rail Line. City acknowledges that BNSF has provided City with full access to inspect the Rail Line. 10 (2) BNSF's Environmental Liability and Indemnity. Notwithstanding any other liability or indemnification provision in this Agreement, BNSF shall be responsible for, and shall indemnify, defend and hold harmless City (including its successors and assignees) fully against,Losses incurred due to any claim, demand or litigation, to the extent it is based on any violation or requirement of any applicable environmental statute, ordinance, rule, regulation, order or decision (collectively, "Environmental Laws"), and the Losses arise from: (i) any chemical, material or substance that is now, or at the time in question is, regulated or governed by any law, the release of which creates any liability under any applicable law; or(ii)any other material which, when released, would cause ecological damage in violation of any applicable Environmental Laws (items described by (i) or (ii) above are referenced hereinafter as "Hazardous Materials")located on, under or near the Rail Line,to the extent that such Losses: (A) were caused by one or more acts or omissions of BNSF that occurred prior to the date of Closing, and that could not have been discovered by City in a reasonable inspection of the Rail Line; and (B) result from any written claim made by a party other than City, ("Claims")that is delivered to BNSF within one year following the date of Closing; and (C) exceed$10,000 in the aggregate in that year. (3) City's Environmental Liability and Indemnity. As a condition of BNSF's 11 donation of the Rail Line, and notwithstanding the liability and indemnity provisions set forth in Paragraph 6(c) of this Agreement, City shall be responsible for, and shall indemnify, defend, and hold harmless BNSF fully against, regardless of any negligence of BNSF, Losses incurred due to any claim, demand or litigation, to the extent it is based on any violation or requirement of any applicable environmental statute, ordinance, rule, regulation, order or decision, and the Losses arise from any Hazardous Materials located on, under or near the Rail Line, to the extent that such Losses either: (A) resulted from any cause or causes that were not the result of one or more acts of BNSF that occurred prior to the date of Closing which could not have been discovered by City in a reasonable inspection of the Rail Line; or (B) were caused by one or more acts of BNSF that occurred prior to the date of Closing which could not have been discovered by City in a reasonable inspection of the Rail Line, and result from a Claim delivered to BNSF within one year following the date of Closing,but only up to $10,000 in the aggregate in that year; or (C) do not result from a Claim that is delivered to BNSF within one year following the date of Closing. (4) Arbitration of Allocation of Liability Between City and BNSF. Any dispute between City and BNSF as to allocation between them of Losses for which 12 both City and BNSF are responsible under the terms of this Paragraph 6 shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association, or with the rules of such other alternative dispute resolution service as BNSF and City may agree. (5) City To Comply With Hazardous Materials Laws. City agrees to comply with all applicable federal, state and local laws, regulations and rules concerning handling and disposal of Hazardous Materials in connection with City's ownership of, and activities on and near, the Rail Line. (6) Liability Remedies and Obligations Are Exclusive. City and BNSF agree that the remedies and obligations set forth in this Paragraph 6 shall be exclusive remedies and obligations of each one to the other with respect to any Losses relating to the release or existence of Hazardous Materials on or near the Rail Line. (e) BNSF to Deliver Certain Property Records to City. BNSF shall make good faith efforts to deliver to City, at or before the date of Closing, originals or copies of whatever records, prints, archival information, or other evidence that BNSF locates in a reasonable search of BNSF's records,which bears upon the use of,maintenance,or title to the real estate comprising the Rail Line. If, at any time after Closing, BNSF locates any other documents which bear upon the use of, maintenance, or title to any such real estate, BNSF promptly shall provide originals or copies of those documents to City. BNSF shall indemnify and hold harmless City against any and all Losses that City incurs that result from BNSF not having delivered any relevant and necessary documents which bear upon the use of, maintenance, or title to any such real estate at or before Closing. 13 7. Assignment. Any assignee,including any successor in interest, of City's rights under or property acquired by this Agreement, must first assume in writing delivered to BNSF all of City's continuing and existing, or thereafter arising, obligations under this Agreement, and under any then effective contract assigned by BNSF to City, in whole or in part, in accordance with the terms of this Agreement. 8. Obligations are Continuing. The representations,warranties and obligations of BNSF and City in this Agreement are continuing and survive the Closing and delivery of the Quitclaim Deed. Terms of continuing obligations in this Agreement are subject to amendment only by a written contract signed by City and BNSF, or their respective successors or assignees. 9. Liens and Encumbrances. BNSF represents and warrants that,to BNSF's knowledge,BNSF has not caused or suffered, and will not cause or suffer prior to the date of Closing, any liens or encumbrances to secure the payment of a debt of BNSF to be filed against the Rail Line which would materially adversely affect City. BNSF represents and warrants that,to BNSF's knowledge, except for: (i)the lien of BNSF's General Lien Mortgage, dated November 10, 1896, between BNSF's predecessor, Northern Pacific Railway, and the Mercantile Trust Company, as supplemented, and (ii)the lien of BNSF's Consolidated Mortgage, dated March 3, 1970, between BNSF's predecessor, Burlington 14 Northern,Inc., and Morgan Guaranty Trust Company of New York, as supplemented (collectively, "Mortgages"),BNSF has not caused or suffered any lien or encumbrance to secure the payment of a debt of BNSF to be filed against BNSF's ownership interest in the Rail Line, and BNSF warrants that the liens of the Mortgages will not materially adversely affect City. BNSF will deliver to City, within a year following Closing, an executed release of BNSF's ownership interest in the Rail Line from the liens of the Mortgages. Until such releases are delivered to City, BNSF shall indemnify City against any Losses that City incurs after Closing that result from BNSF not having delivered such executed releases to City. City agrees to take title to the Rail Line assets and ownership interests conveyed by the terms of this Agreement subject to all liens and encumbrances on those assets and ownership interests. 10. Pending Public Works Projects. BNSF has no knowledge of any pending government funded public works projects on the Rail Line. 11. City to Offer to Hire BNSF's Qualified Employees. City shall consider for initial employment in operating and maintaining the Rail Line any of BNSF's employees who are eligible to work on the Rail Line.on the date of this Agreement. City shall give priority hiring consideration for any such positions to such employees of BNSF who are represented by the Brotherhood of Maintenance of Way Employees. City shall offer to hire for any such positions at salary levels and other terms and conditions of employment that are determined by City to be appropriate, all of those employees who City, in its sole discretion, determines to be 15 best qualified and needed. City promptly shall notify BNSF of the name of each of BNSF's current employees who City offers to hire, and also the name of each of these employees who City actually hires. City shall assume a neutral stance in any Brotherhood of Maintenance of Way Employees union organizing effort. 12. Closing. (a) The closing ("Closing") of this transaction shall occur on July_, 2000, or another date mutually agreed by the parties in writing. (b) At Closing, BNSF shall deliver to City the following documents: (1) An original executed, attested and notarized Quitclaim Deed to the Rail Line in exact form as the Quitclaim Deed attached hereto as Exhibit A; and (2) An executed Bill of Sale in exact form as the Bill of Sale attached hereto as Exhibit B. (c) At or before Closing, Shortline shall deliver to BNSF copy of City's City Code, and any applicable Sections from the Revised Code of Washington, as adopted by reference by the City in the City Code. 13. Proration. Prepaid rentals, utilities, and other income or fees attributable to the Rail Line interests to be transferred by BNSF to City, under the terms of this Agreement shall be prorated between BNSF and City in such manner as to allocate to BNSF all income and expenses attributable 16 to the Rail Line that has been received, or for which bills have been received, on or prior to the date of Closing; and to allocate to City all income and expenses attributable to the Rail Line that is received, or for which bills are received, after the date of Closing. BNSF shall be responsible for all real estate taxes applicable to the Rail Line through the date of Closing. City shall be responsible for any taxes applicable to City as owner of the Rail Line after the date of Closing. 14. Interchange. (a) City and Railway may interchange rail freight traffic, cars and locomotives to and from each other on tracks on the northeastern end of the Rail Line, at Roy, Washington. The track or tracks used for this interchange shall be known as the"Interchange Track." (b) Cars and their contents that are delivered by one party to the other on the Interchange Track shall be deemed to be in the possession of the receiving party as of the time they are placed on the Interchange Track and uncoupled from the delivering party's train or engine, except that if any such car is rejected by the receiving party under the Interchange Rules of the Association of American Railroads ("AAR") or any successor rules, the refused car shall be deemed to remain in the possession of the delivering party until that car is accepted by the receiving party. 15. Car Hire Costs. The party in possession of any car shall be responsible for all car hire costs,per diem expenses and mileage allowances payable with respect to such car, for any per diem charges for trailers or containers carried by such car, or for any equipment use charges applicable to any RoadRailer equipment or similar carless intermodal technology. 17 16. City and BNSF to Publish Combination Rates to and From Roy, Washington. BNSF may establish combination rates to and/or from Roy, Washington, as appropriate,to handle rail freight traffic interchanged between BNSF and City at Roy, Washington. City may establish combination rates to and/or from Roy, Washington, as appropriate,to handle the rail freight traffic that originates or terminates on the Rail Line. 17. Time is of the Essence. Time is of the essence in this Agreement. 18. Transfer of Operations. All responsibility and authority for conducting rail operations on the Rail Line shall be transferred from BNSF to City at 12:01 a.m. on the day following the date of Closing. 19. Transfer of Liabilities; Payment of Charges. For the period before and including the day of Closing, BNSF shall be responsible for: (a)all common carrier rail operations, including car supply, on the Rail Line; (b) any freight loss and damage claims attributable to rail operations over the Rail Line; and (c) all car accounting and all car hire and car mileage allowance payments relating to rail operations over the Rail Line. At and after 12:01 a.m. on the day following the date of Closing, City shall be responsible for: (d) all common carrier rail operations, including car supply, on the Rail Line; (e) any freight loss and damage claims attributable to rail operations over the Rail Line; and (f) all car accounting and all 18 car hire and car mileage allowance payments relating to rail operations over the Rail Line. 20. Electronic Data Interchange. Within six months following the month in which City and BNSF interchange any freight cars at Roy, Washington, City must have the ability to send and receive electronically waybills, advanced consists, and bills of lading; as well as Train II reports and passing/placement reportings for performance purposes. Transaction reporting should be at industry standard levels or one level behind. 21. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. 22. Effect of Waiver. Any waiver by any party to this Agreement, or failure by any such party to insist upon full and complete performance by any other party to this Agreement of its obligations set forth in this Agreement, shall not constitute a waiver or release of such party's right to insist upon full and complete performance of any other obligations in this Agreement, or a waiver or release of such party's right to insist upon full and complete performance of the obligations that were waived or not enforced for periods prior to, or following, the waiver or failure to insist upon full and complete performance. This Agreement shall be amended or modified only by written agreement signed by all three parties hereto. 19 23. Notices. All notices and other communications under this Agreement shall be in writing and deemed properly served if delivered by hand to the party addressed or, if mailed,when received by the United States Postal Service in registered or certified mail, postage prepaid, or, if sent by a national overnight service, when received by the carrier service in a prepaid mailer, return receipt requested, addressed as follows: BNSF: Mr. Jerome M. Johnson Assistant Vice President Shortline Development The Burlington Northern and Santa Fe Railway Company 2600 Lou Menk Drive Fort Worth, Texas 76131 City: Ms. Shelly Badger City Administrator, City of Yelm 105 Yelm Avenue West P.O. Box 479 Yelm, Washington 98597 Either party hereto may change its address or addressee to which notices are to be given by providing written notice of the change to the other party. 24. Confidentiality. Except to the extent that the terms of this Agreement are required to be disclosed by the STB, by order of any court of competent jurisdiction or any governmental agency, or by laws or regulations applicable to the City entering into this transaction, each party to this Agreement shall 20 not disclose the contents of this Agreement to any other party, without the prior written consent of the other parties to this Agreement. Any party who learns of any of the terms of this Agreement shall be required by the party to this Agreement who is disclosing the information not to disclose those terms to any other party without the prior written consent of both parties to this Agreement. 25. Entire Agreement; Integration of Agreement. This document, together with all Exhibits attached hereto, constitutes the entire agreement between City, BNSF and Railway relating to this transaction. Any other prior or contemporaneous agreements,understandings,representations or statements,whether oral or written, relating to this transaction are merged herein. The headings and titles to provisions in this Agreement are for convenience only, and shall not be deemed to modify or affect the rights or duties of City or BNSF. All rights and obligations of City and BNSF set forth in this Agreement, or in any Exhibit attached hereto, are integral parts of this Agreement. The parties agree that the terms herein have been arrived at by mutual negotiation and that no terms herein shall be presumptively construed against either party regardless of who drafted it in the first instance. 21 IN WITNESS WHEREOF, authorized representatives of City and BNSF have executed this Agreement as of this day of October, 2000. THE BURLINGTON NORTHERN AND CITY OF YELM SANTA FE RAILWAY COMPANY By: By: Peter J. Rickershauser Vice President Network Development NA1aw.mkg\dww\contracts\ye1m donation3 22 / SOF tH6 Cityof Yelm a M a 105 Yelm Avenue West P.O. Box 479 YELM Yelm, Washington 98597 WA HINOTDN (360) 458-3244 October 18, 2000 VIA FACSIMILE AND POST Mr. Dennis W. Wilson, Esq. P.O. Box 6039 Wilmette, Illinois 60091-6039 (Fax) 847-864-0389 Re: Roy-Yelm, Washington Rail Corridor Donation Contract Dear Mr. Wilson: Thank you for your response of October 9, 2000. We are generally pleased with the changes made in the Agreement and truly appreciate your cooperation. We look to the Roy-Yelm line transfer with great anticipation. As almost all of our substantive concerns have already been addressed in your response, this letter is written to raise three issues of relatively minor significance, and only one substantive issue. First, in our letter of September 22, 2000, we requested a slight change to Section 6(d)(5) of the agreement whereby the word "applicable" would be inserted before the words "federal, state, and local laws. . .." In your cover letter for the transmittal of the October 9, 2000 Draft of the Agreement ("Agreement"), you indicated that the requested change would be made. Unfortunately, the Agreement does not appear to reflect this change. Second, it appears that a similar oversight may have occurred with regard to our requested change in Section 9. The Agreement as it currently stands, reads under Section 9, that". . .BNSF warrants that the liens. . . will materially adversely affect City." We believe that this probably should read "BNSF warrants that the liens. . . will NOT materially adversely affect City." Please let us know if we are misinformed. Lastly,my address, as listed at the top of the October 9, 2000 cover letter should include the words "P.O. Box 479,"before "Yelm, WA 98597." This is rather insignificant, as it is not even a part of the Agreement and the cover letter arrived properly. I simply thought I might point this out so we can minimize the possibility of misdirected correspondence. x.0/09/00 MON 15:24 FAI Z002 Denni$W. WVft <1 P. O.Boz 6039 Wilmette,IL 60091-6039 AftWWYMLaw (8847)864-0389 Phone October 9,2000 VIA OVERNIGHT MAIL Ms. Shelly Badger 7 elm.City Administrator City of Yelm 105 Yelm Avenue West Yelm, WA 98597 RE: Roy-Yelm,Washington Rail Corridor Donation Contract Dear Ms. Badger. Rick Batie and I reviewed your September 22 letter concerning this contract, and have the following responses to the questions that you raised, Also, we have made various changes to the contract in light of your questions and comments, and a new blacklined draft contract is enclosed for your review. BNSF would like to execute this contract, and the related real estate sale contract, in October, and to close both transactions on November 16. Please let me know if you have further questions or suggested contract changes, or if you would prefer a different closing date. BNSF's responses to your specific questions and comments are as follows: 1_ Enclosed herewith is a list of contracts on the Roy-Yelm rail corridor, as of June 13, 2000. This list is being updated and reformatted to become Exhibit C to the contract and will be forwarded to you when this process is completed There are no fiber optic contracts on this rail corridor. Rick Batie has asked BNSF's real estate manager, Catellus Management Corporation, for a printout of all contracts on this rail corridor, and will receive an updated list of contracts that we will include as Exhibit C. This list should be complete, but whether this is so depends on whether all real estate contracts on this line have been entered into the contract database kept by Catellus, whether their location has been correctly identified, and whether the Catellus program to prepare this list correctly flagged all of the contracts on the line. In the past this process has worked fairly well,with occasional omissions of contracts near the connection of the rail corridor being conveyed and BNSF's retained rail lines, in this case near Milepost 20.99 in Roy, Washington_ This is why the contract includes language about what happens if a contract is omitted from Exhibit C. Because of these circumstances,all BNSF can do is insert in Section 1.(d): 'WSF believes that Exhibit C is a complete or nearly Nl:U aw.mkgklwwly2klett=\1009b adger 10/09/00 MON 15:25 FAX Z003 complete list of all contracts related to the Rail Line that are intended to be assigned by BNSF to City." This sentence has been added in the enclosed draft The BNSF contracts listed on Exhibit C appear to be typical BNSF real estate contracts;none of which give other parties the right to consent, or not, to the assignment of their agreements from BNSF to the City_ BNSF has not reviewed these agreements, but is agreeable to adding to Section 1(d): `BNSF does not believe that any consents to such assignments are necessary." This,too, has been added in the enclosed draft. 2_ BNSF does not have a list of track materials missing from the Rail Line. The City is free to inspect the Rail Line and make its own inventory. 3. The City's requested change has been made. 4. BNSF does not agree to add the phrase `regardless of any negligence of City"in the Liability paragraph If the City's negligence causes loss or damage, BNSF does not agree to be responsible for it, or to indemnify the City. The second insert limits BNSF's warranties and is not as good for the City as the wording in the contract now. In fact, since Paragraph 4(b) has no BNSF warranties,this insert would nullify item (ii). BNSF makes representations and warranties in Paragraph 1(d), 4(a), 9 and 10, and perhaps in other Paragraphs_ I think the City is better off without an insert in item(ii). S_ The City's requested changes have been made_ 6. The City's requested change has been reworded slightly and has been made. 7. The City's requested change has been made. 8. The City's requested changes have been made. The second requested insert has been reworded slightly. 9_ The City's requested change has been made. This is a concession that BNSF does not normally make,but we want to conclude these negotiations and close these transactions promptly. 10_ These provisions are required to be included in all BNSF rail line conveyances by the terms of BNSF's collective bargaining agreement with its Brotherhood of Maintenance of Way Employes. Rich Batie has requested a list of all BNSF MWE employees who have seniority to work on the Roy to Yelm rail corridor. We believe all of these employees are N:Vaw.m1-gldwwly2ktet e%T\1009bedger 20/09/00 MON 15:25 FAX Z004 currently working for BNSF, and consequently, probably would not apply to the City for employment on this rail line. 11- The City's requested change has been made. 12. Rich Batie reports that the City already has a printout showing rental income attributable to property agreements on the Roy-Yelm.rail.corridor. 13. The City's requested change has been made. 14_ The City's requested changes have been made. 15. There are no current users of the Rail Line_ 16. BNSF does not agree to the City's requested change. EDI information exchange is the none for BNSF, and all BNSF shortlines are required to have this capability soon after start up. We cannot make an exception for the City. However, BNSF can help the City to get a required system operating within six months of the date rail car interchanges between BSNF and the shortline begin_ Very truly yours, Dennis W. Wilson Attorney for The Burlington Northern and Santa Fe Railway Company DWW/jbs Enclosures Cc: Mr. Steve Day(via overnight mail w/enclosures) Mr. Rich Batie (all via fax, w/enclosures) Mr_ Jerry Johnson " Mr. Mike Roper " NAaw.inkgldww\y2k1cU=\I009badger BNSF RICHARD A. BATIE Burlington Northern Santa Fe Title:Manager, Shortline Development 2600 Lou Menk Drive A%X Fort Worth,Texas 76131 Phone 817-352-6432 1W FAX 817-352-7938 June 15, 2000 Shelly Badger, City Administrator City of Yelm 105 Yelm Avenue West Yelm, Washington 98597 Dear Shelly, Attached is a draft contract for the transfer of the Roy to Yelm, Washington line from BNSF to the city of Yelm. The contract allows for a donation of the line to the city following a sale of a parcel of property at Yelm for $300,000. This transaction will allow the city of Yelm to acquire the Roy to Yelm line and preserve it for future industrial growth or other purposes. When the need for freight service on the line is realized the city may choose to operate the line itself, have a contractor operate the line on behalf of the city, or discuss the possibility of BNSF operating the line. If the city is interested in BNSF operating the line it must be rehabilitated to BNSF standards and BNSF must be able to provide train service on the line without incurring unreasonable added operating expenses. Please review the draft contract. When the city is ready to move forward with this transaction, I will forward two original contracts which the city can sign and return. BNSF will then execute the agreements and set a closing date which may be shortly after July 17, 2000. Seven days prior to closing the city will need to file with the Surface Transportation Board (STB) in Washington, DC for acquisition of the line. If the city wishes to use the services of Karl Morrell of the law firm of Ball Janik LLP in Washington, DC for the STB filing, his phone number is 202-466-6533. This offer to transfer the Roy to Yelm line under these conditions will expire on September 1, 2000. Please contact myself if you have any questions or comments concerning this proposed transaction. Sincerely, vjt-�a 0, . Richard A. Batie BNSFIhl.sty s June 12, 2000 Draft AGREEMENT FOR DONATION OF CERTAIN ASSETS, RIGHTS AND OBLIGATIONS OF THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY TO CITY OF YELM AGREEMENT FOR DONATION OF CERTAIN ASSETS, RIGHTS AND OBLIGATIONS OF THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY TO CITY OF YELM,WASHINGTON TABLE OF CONTENTS PARAGRAPH 1 -DONATION CONVEYANCES AND ASSIGNMENTS 2 PARAGRAPH 2-CONDITIONS OF DONATION 4 PARAGRAPH 3 - GOVERNMENT APPROVAL 5 PARAGRAPH 4-REPRESENTATIONS AND WARRANTIES 5 PARAGRAPH 5-INSPECTION AND CONDITION OF RAIL LINE 7 PARAGRAPH 6-LIABILITY AND INDEMNITY 8 PARAGRAPH 7-ASSIGNMENT 13 PARAGRAPH 8-OBLIGATIONS ARE CONTINUING 14 PARAGRAPH 9-LIENS AND ENCUMBRANCES 14 PARAGRAPH 10-PENDING PUBLIC WORKS PROJECTS 15 PARAGRAPH 11 -CITY TO OFFER TO HIRE BNSF'S QUALIFIED EMPLOYEES 15 PARAGRAPH 12-CLOSING 16 PARAGRAPH 13 -PRORATION 16 PARAGRAPH 14-INTERCHANGE 17 PARAGRAPH 15-CAR HIRE COSTS 17 N:\law.mkg\dww\contracts\yelm toc i PARAGRAPH 16—CITY AND BNSF TO PUBLISH COMBINATION RATES TO AND FROM ROY,WASHINGTON 17 PARAGRAPH 17—TIME IS OF THE ESSENCE 18 PARAGRAPH 18—TRANSFER OF OPERATIONS 18 PARAGRAPH 19—TRANSFER OF LIABILITIES; PAYMENT OF CHARGES 18 PARAGRAPH 20—ELECTRONIC DATA INTERCHANGE 18 PARAGRAPH 21 —APPLICABLE LAW 19 PARAGRAPH 22—EFFECT OF WAIVER 19 PARAGRAPH 23—NOTICES 19 PARAGRAPH 24—CONFIDENTIALITY 20 PARAGRAPH 25—ENTIRE AGREEMENT; INTEGRATION OF AGREEMENT 21 EXHIBIT A - Quitclaim Deed EXHIBIT B - Bill of Sale EXHIBIT C - Agreement Assigned by BNSF N:\law.mkg\dww\contracts\yelm toc 11 AGREEMENT FOR DONATION OF CERTAIN ASSETS, RIGHTS AND OBLIGATIONS OF THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY TO CITY OF YELM THIS AGREEMENT ("Agreement") is entered into as of this day of June, 2000, between THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY, a Delaware corporation ("BNSF"), and The City of Yelm, a municipality in the the State of Washington("City"). WHEREAS, BNSF desires to donate and convey to City, on the terms and conditions set forth in this Agreement,BNSF's rail line and rail corridor ownership interests in its rail line segment between Milepost 20.99 in Roy,Washington, and Milepost 25.56 in Yelm,Washington(collectively, "Rail Line"), together with BNSF's rights to conduct rail freight transportation business on the Rail Line, and certain other rights and obligations as specified in this Agreement; and WHEREAS, City desires to accept this donation from BNSF, and to acquire the Rail Line, BNSF's rights to conduct rail freight transportation business on the Rail Line, and certain other rights and obligations as specified in this Agreement, pursuant to the terms and conditions set forth in this Agreement; 1 NOW, THEREFORE, City and, BNSF agree as follows: 1. Donation Conveyances and Assignments. (a) BNSF shall donate and convey to City, on the date of Closing (as defined later herein), by Quitclaim Deed delivered by BNSF to City on that date, all of BNSF's ownership interest in BNSF's Rail Line (except a retained license to operate over such portion of the track at and near Roy, Washington as is necessary or convenient to interchange rail traffic between City and BNSF at Roy, Washington), which shall include all rail corridor land between the endpoint Mileposts of the Rail Line and all improvements that are located thereon. The Rail Line is described specifically in Attachment 1 to the Quitclaim Deed set forth as Exhibit A attached hereto, and made a part hereof. BNSF and City acknowledge that the Rail Line does not include the parcel of land in Yelm, Washington that is being conveyed by BNSF to City in a separate transaction following the date of this Agreement. (b) BNSF shall convey to City, effective on the date of Closing, BNSF's right to conduct rail transportation business on the Rail Line, subject to the terms and conditions set forth in this Agreement,the Quitclaim Deed, the Bill of Sale and/or any agreement assigned by BNSF to City by the terms of this Agreement. (c) BNSF shall convey to City, on the date of Closing, by delivering to City on the date of Closing a Bill of Sale identical in form to the Bill of Sale set forth as Exhibit B attached hereto, and made a part hereof,all of BNSF's ownership interest in all personal property that, on the date of the Closing, does not constitute improvements on the Rail Line, but which then are present on the real property comprising the Rail Line. This conveyance shall be subject to the terms and conditions set forth in this Agreement, the Bill of Sale,the Quitclaim Deed and/or any agreement 2 assigned by BNSF to City by the terms of this Agreement. (d) BNSF hereby assigns to City, effective on the date of Closing, subject to all terms and conditions set forth in this Agreement, the Quitclaim Deed, the Bill of Sale and/or any agreement assigned by BNSF to City by the terms of this Agreement, all assignable rights and obligations of BNSF to the extent such rights and obligations are effective after Closing, to the extent that they are related to the Rail Line and are set forth in any agreement identified on Exhibit C attached hereto and made a part hereof. City hereby accepts the assignment of all such rights and obligations of BNSF, effective on the date of Closing, in accordance with the terms of each applicable agreement and the terms of this Agreement. BNSF,and not City, shall be responsible for performing all of BNSF's duties in assigned agreements which are required to be performed on or before the date of Closing. City, and not BNSF, shall be responsible for performing all assigned duties in assigned agreements which are required to be performed after the date of Closing. City acknowledges that BNSF reserves, and City does not acquire, all rights and obligations set forth in any agreement identified in Exhibit C to the extent those rights or obligations are related to property owned by BNSF after Closing. If any contract is related to the Rail Line and is intended to be assigned by BNSF to City,in whole or in part,but inadvertently is not identified in Exhibit C,BNSF promptly shall provide to City a copy of any such contract immediately upon locating it, and City, as of the date of its receipt of such copy, shall assume the rights and obligations in such contract to the extent they are related to the Rail Line. City shall make no claim against BNSF arising out of any failure to obtain a consent to assignment from any party to any agreement assigned by BNSF to City, in whole or in part. 3 2. Conditions of Donation. City hereby accepts the following conditions to BNSF's donation of the Rail Line, and it's conveyance and assignment to City of other rights and obligations as described in Paragraph 1: (a) City accepts all transferred real property and personal property "AS IS, WHERE IS" and "with all faults." City acknowledges that certain track materials are missing from the Rail Line and that it cannot support train operations until certain repairs are made. (b) Commencing at 12:01 a.m. on the date following Closing, and continuing thereafter, City shall assume all common carrier obligations related to the Rail Line. (c) City shall take all actions and execute all documents that may be necessary or helpful in connection with BNSF's charitable donation tax deduction for donation of the Rail Line, including City executing the Donee Acknowledgment section of Internal Revenue Service Form 8283. (d) City shall pay all costs of Closing (except BNSF's cost of preparation of documents to be delivered at Closing), including, but not limited to, any escrow and service fees,real estate transfer taxes,excise taxes,recording fees and sales taxes associated with this Agreement or any of the conveyances governed by this Agreement. 4 3. Government Approval. City, at its sole expense, shall prepare and file such documents as may be required to secure approval, or exemption from approval, of this transaction by the federal Surface Transportation Board ("STB"). City shall make all reasonable efforts to obtain this approval or exemption in time for this transaction to close on July_,2000. City shall permit BNSF to review prior to filing all documents proposed by City to be filed with the STB or any court to secure legal approval or exemption of this transaction. 4. Representations and Warranties. (a) BNSF hereby represents and warrants to City, and City's successors and assignees, the following facts, as of the date of this Agreement and as of the date of Closing: (1) BNSF is a corporation duly organized,validly existing, and in good standing under the laws of the State of Delaware, and is qualified to do business as a foreign corporation in the State of Washington. (2) BNSF has the corporate power and authority to enter into this Agreement and carry out its obligations under this Agreement; (3) The execution, delivery and performance of this Agreement have been duly authorized and approved by all necessary corporate actions of BNSF,and no further corporate proceedings of BNSF are required to complete the transactions covered by this Agreement; (4) All of BNSF's obligations set forth in this Agreement constitute legal, valid 5 and binding obligations of BNSF which are enforceable against BNSF in accordance with their terms, except to the extent enforcement may be limited by bankruptcy, insolvency or reorganization law; (5) There is no provision in the Certificate of Incorporation or By-Laws of BNSF which prohibits the execution of this Agreement or consummation of the transactions covered by this Agreement; and (6) No representation or warranty by BNSF in this Agreement contains any untrue statement of a material fact, nor omits any material fact that is necessary to make any representation or warranty not materially misleading. (b) City hereby represents and warrants to BNSF, and all successors and assignees of BNSF, the following facts, as of the date of this Agreement and as of the date of Closing, except where specifically noted to be as of the date of Closing only: (1) City is municipality duly organized, validly existing and in good standing under the laws of the State of Washington; (2) City is a qualified donee within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended; (3) City has all requisite business authority to purchase BNSF's rights and properties which are conveyed to City by this Agreement; to enter into this Agreement; to conduct rail freight transportation business on the Rail Line (as of the date of Closing only); and to perform all of City's obligations under this Agreement; (4) The execution of this Agreement and consummation of the transactions which 6 are a part of this Agreement have been duly authorized and approved by all necessary actions by City, and immediately upon execution of this Agreement by City's authorized representative, all of City's obligations set forth in or referenced in this Agreement shall constitute legal, valid and binding obligations of City, or City's successors or assignees, which obligations are enforceable against City in accordance with their terms, except to the extent enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors'rights generally and the application of general principles of equity; (5) There is no provision in the Charter of City, or any applicable law,ordinance or regulation, that prohibits the City's execution of this Agreement or it's consummation of the transactions covered by this Agreement; (6) As of the date of Closing only, City shall have obtained all legal authority which is necessary to enable City lawfully to conduct rail freight transportation operations over the Rail Line as a common carrier, commencing at 12:01 a.m. on the day following the date of Closing; and (7) No representation or warranty by City in this Agreement contains any untrue statement of a material fact, nor omits any material fact that is necessary to make any representation or warranty not materially misleading. 5. Inspection and Condition of the Rail Line. (a) By signing this Agreement, City acknowledges that City has inspected the 7 Rail Line, including all improvements and structures on the Rail Line, and all land to be conveyed as part of this transaction. City further acknowledges that: (i) except as set forth in this Agreement, no representation has been made by BNSF to City concerning the state or condition of the Rail Line, or the age of any improvements on the Rail Line; (ii) City has not relied upon any statement or declaration of BNSF,oral or in writing,as an inducement to entering into this Agreement,other than as stated in this Agreement; and(iii) all terms of this transaction are set forth in this Agreement. (b) BNSF HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AS TO THE DESIGN OR CONDITION OF THE RAIL LINE, ITS MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE RAIL LINE, OR THE CONFORMITY OF THE RAIL LINE TO ITS INTENDED USES. BNSF SHALL NOT BE LIABLE TO CITY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT) WITH RESPECT TO THE DESIGN, CONDITION, QUALITY, SAFETY,MERCHANTABILITY,OR FITNESS FOR ANY PARTICULAR PURPOSE, OF THE RAIL LINE, OR THE CONFORMITY OF THE RAIL LINE TO ITS INTENDED USES. BNSF DONATES AND CONVEYS, AND CITY ACCEPTS,THE RAIL LINE IN "AS IS, WHERE IS" AND "WITH ALL FAULTS" CONDITION,AND SUBJECT TO ALL LIMITATIONS ON THE RIGHTS, INTEREST AND TITLE OF BNSF TO THE PROPERTY COMPRISING THE RAIL LINE. 6. Liability and Indemnity. (a) Cooperation in Defense. City and BNSF agree that, following the date of Closing, 8 they will cooperate as necessary in defense of any claim, demand, investigation or litigation arising out of the ownership or operation of the Rail Line. (b) Definition of Losses. In this Agreement, the term "Losses" shall include all costs, expenses, fees or liabilities of, or in any way related to: (i) any violation of law or regulation, (ii) any damage to property,the environment or natural resources, (iii) any bodily injury or death of any person, or (iv) the breach of any contract, including this Agreement to the extent set forth in this Agreement. "Losses" shall include,but not be limited to, all costs of claims, activities in response to enforcement,costs of investigation and remediation,damages,judgments, awards,orders,decrees, payments,fines,penalties, assessments, court costs,and attorney,consultant and expert witness fees, and shall include cost recovery or contribution claims made pursuant to CERCLA or similar federal or state laws. (c) General Liability and Indemnity. (1) BNSF's General Liability and Indemnity. Except as provided in Paragraph 6(d)of this Agreement, BNSF shall be responsible for, and shall indemnify, defend and hold harmless City fully against, all Losses which: (i) arise out of BNSF's ownership or operation of the Rail Line, prior to the date of Closing; or (ii) result from any breach by BNSF of any representations or warranties of BNSF that are set forth in this Agreement, or any failure by BNSF to perform any obligations of BNSF under this Agreement. (2) City's General Liability and Indemnity. Except as provided in Paragraph 6(d) of this Agreement, and further except for Losses resulting from one or more representations or warranties of BNSF as set forth in this Agreement 9 containing any untrue or materially misleading statement of a material fact, or omitting any material fact that is necessary to prevent that representation or warranty from being materially misleading, City shall be responsible for, and shall indemnify, defend and hold harmless BNSF fully against, regardless of any negligence of BNSF, all Losses which: (i) arise out of City's ownership or operation of the Rail Line after 12:01 a.m. on the day following the date of Closing; (ii) result from any breach by City of any of its representations or warranties set forth in Paragraph 4(b) of this Agreement, or any failure by City to perform any of its obligations under this Agreement; (iii) result from claims of third parties caused by City's nonperformance or required performance under any contract, lease, permit, license, easement or commitment relating to the Rail Line, where that contract, lease, permit, license, easement or commitment is identified in Exhibit C, or City has specific knowledge of it and such contract, lease, permit, license,easement or commitment was intended to be assigned to,and assumed by, City at Closing; and (iv) are proximately caused, to any extent, by the activities, operations or presence of City or any of its agents, contractors,representatives,permittees or invitees,or any of their employees, who are on or near the Rail Line. (d) Environmental Liability and Indemnity. (1) City's Acknowledgments with Respect to the Rail Line. City acknowledges that BNSF has provided City with full access to inspect the Rail Line. 10 (2) BNSF's Environmental Liability and Indemnity. Notwithstanding any other liability or indemnification provision in this Agreement, BNSF shall be responsible for, and shall indemnify, defend and hold harmless City (including its successors and assignees)fully against, Losses incurred due to any claim, demand or litigation, to the extent it is based on any violation or requirement of any applicable environmental statute, ordinance, rule, regulation, order or decision(collectively, "Environmental Laws"), and the Losses arise from: (i) any chemical, material or substance that is now, or at the time in question is, regulated or governed by any law, the release of which creates any liability under any applicable law; or(ii) any other material which, when released, would cause ecological damage in violation of any applicable Environmental Laws (items described by (i) or (ii) above are referenced hereinafter as "Hazardous Materials") located on,under or near the Rail Line, to the extent that such Losses: (A) were caused by one or more acts or omissions of BNSF that occurred prior to the date of Closing, and that could not have been discovered by City in a reasonable inspection of the Rail Line; and (B) result from any written claim made by a party other than City, ("Claims") that is delivered to BNSF within one year following the date of Closing; and (C) exceed$10,000 in the aggregate in that year. (3) City's Environmental Liability and Indemnity. As a condition of BNSF's 11 donation of the Rail Line, and notwithstanding the liability and indemnity provisions set forth in Paragraph 6(c) of this Agreement, City shall be responsible for, and shall indemnify,defend, and hold harmless BNSF fully against, regardless of any negligence of BNSF, Losses incurred due to any claim, demand or litigation, to the extent it is based on any violation or requirement of any applicable environmental statute, ordinance, rule, regulation, order or decision, and the Losses arise from any Hazardous Materials located on, under or near the Rail Line, to the extent that such Losses either: (A) resulted from any cause or causes that were not the result of one or more acts of BNSF that occurred prior to the date of Closing which could not have been discovered by City in a reasonable inspection of the Rail Line; or (B) were caused by one or more acts of BNSF that occurred prior to the date of Closing which could not have been discovered by City in a reasonable inspection of the Rail Line, and result from a Claim delivered to BNSF within one year following the date of Closing,but only up to $10,000 in the aggregate in that year; or (C) do not result from a Claim that is delivered to BNSF within one year following the date of Closing. (4) Arbitration of Allocation of Liability Between City and BNSF. Any dispute between City and BNSF as to allocation between them of Losses for which 12 both City and BNSF are responsible under the terms of this Paragraph 6 shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. (5) City To Comply With Hazardous Materials Laws. City agrees to comply with all federal, state and local laws, regulations and rules concerning handling and disposal of Hazardous Materials in connection with City's ownership of, and activities on and near,the Rail Line. (6) Liability Remedies and Obligations Are Exclusive. City and BNSF agree that the remedies and obligations set forth in this Paragraph 6 shall be exclusive remedies and obligations of each one to the other with respect to any Losses relating to the release or existence of Hazardous Materials on or near the Rail Line. (e) BNSF to Deliver Certain Property Records to City. BNSF shall make good faith efforts to deliver to City, within 30 days following the date of Closing, originals or copies of whatever records,prints, archival information, or other evidence that BNSF locates in a reasonable search of BNSF's records, which bears upon the use of, maintenance, or title to the real estate comprising the Rail Line. If, at any time after Closing,BNSF locates any other documents which bear upon the use of, maintenance, or title to any such real estate, BNSF promptly shall provide originals or copies of those documents to City. 7. Assignment. Any assignee, including any successor in interest, of City's rights under or property acquired 13 by this Agreement, must first assume in writing delivered to BNSF all of City's continuing and existing, or thereafter arising, obligations under this Agreement, and under any then effective contract assigned by BNSF to City, in whole or in part, in accordance with the terms of this Agreement. 8. Obligations are Continuing. The representations,warranties and obligations of BNSF and City in this Agreement are continuing and survive the Closing and delivery of the Quitclaim Deed. Terms of continuing obligations in this Agreement are subject to amendment only by a written contract signed by City and BNSF, or their respective successors or assignees. 9. Liens and Encumbrances. BNSF represents and warrants that,to BNSF's knowledge, BNSF has not caused or suffered, and will not cause or suffer prior to the date of Closing, any liens or encumbrances to secure the payment of a debt of BNSF to be filed against the Rail Line which would materially adversely affect City. BNSF represents and warrants that,to BNSF's knowledge, except for: (i)the lien of BNSF's General Lien Mortgage, dated November 10, 1896, between BNSF's predecessor, Northern Pacific Railway, and the Mercantile Trust Company, as supplemented, and (ii)the lien of BNSF's Consolidated Mortgage, dated March 3, 1970, between BNSF's predecessor, Burlington Northern,Inc., and Morgan Guaranty Trust Company of New York, as supplemented(collectively, "Mortgages"),BNSF has not caused or suffered any lien or encumbrance to secure the payment of a debt of BNSF to be filed against BNSF's ownership interest in the Rail Line, and BNSF does not 14 believe the liens of the Mortgages will materially adversely affect City. BNSF will deliver to City, within a year following Closing,an executed release of BNSF's ownership interest in the Rail Line from the liens of the Mortgages. Until such releases are delivered to City, BNSF shall indemnify City against any Losses that City incurs after Closing that result from BNSF not having delivered such executed releases to City. City agrees to take title to the Rail Line assets and ownership interests conveyed by the terms of this Agreement subject to all liens and encumbrances on those assets and ownership interests. 10. Pending Public Works Projects. BNSF has no knowledge of any pending government funded public works projects on the Rail Line. 11. City to Offer to Hire BNSF's Qualified Employees. City shall consider for initial employment in operating and maintaining the Rail Line any of BNSF's employees who are eligible to work on the Rail Line on the date of this Agreement. City shall give priority hiring consideration for any such positions to such employees of BNSF who are represented by the Brotherhood of Maintenance of Way Employees. City shall offer to hire for any such positions at salary levels and other terms and conditions of employment that are determined by City to be appropriate, all of those employees who City, in its sole discretion, determines to be best qualified and needed. City promptly shall notify BNSF of the name of each of BNSF's current employees who City offers to hire, and also the name of each of these employees who City actually hires. City shall assume a neutral stance in any Brotherhood of Maintenance of Way Employees 15 union organizing effort. 12. Closing. (a) The closing ("Closing") of this transaction shall occur on July_, 2000, or another date mutually agreed by the parties in writing. (b) At Closing, BNSF shall deliver to City the following documents: (1) An original executed, attested and notarized Quitclaim Deed to the Rail Line in exact form as the Quitclaim Deed attached hereto as Exhibit A; and (2) An executed Bill of Sale in exact form as the Bill of Sale attached hereto as Exhibit B. (c) At or before Closing, Shortline shall deliver to BNSF copy of City's City Charter. 13. Proration. Prepaid rentals, utilities, and other income or fees attributable to the Rail Line interests to be transferred by BNSF to City, under the terms of this Agreement shall be prorated between BNSF and City in such manner as to allocate to BNSF all income and expenses attributable to the Rail Line that has been received, or for which bills have been received, on or prior to the date of Closing; and to allocate to City all income and expenses attributable to the Rail Line that is received, or for which bills are received, after the date of Closing. BNSF shall be responsible for all real estate taxes applicable to the Rail Line through the date of Closing. City shall be responsible 16 for any taxes applicable to City as owner of the Rail Line after the date of Closing. 14. Interchange. (a) City and Railway shall interchange rail freight traffic, cars and locomotives to and from each other on tracks on the northeastern end of the Rail Line, at Roy, Washington. The track or tracks used for this interchange shall be known as the"Interchange Track." (b) Cars and their contents that are delivered by one party to the other on the Interchange Track shall be deemed to be in the possession of the receiving party as of the time they are placed on the Interchange Track and uncoupled from the delivering party's train or engine,except that if any such car is rejected by the receiving party under the Interchange Rules of the Association of American Railroads ("AAR") or any successor rules, the refused car shall be deemed to remain in the possession of the delivering party until that car is accepted by the receiving party. 15. Car Hire Costs. The party in possession of any car shall be responsible for all car hire costs,per diem expenses and mileage allowances payable with respect to such car, for any per diem charges for trailers or containers carried by such car, or for any equipment use charges applicable to any RoadRailer equipment or similar carless intermodal technology. 16. City and BNSF to Publish Combination Rates to and From Roy, Washington. BNSF shall establish combination rates to and/or from Roy, Washington, as appropriate, to handle rail freight traffic interchanged between BNSF and City at Roy, Washington. 17 City shall establish combination rates to and/or from Roy, Washington, as appropriate, to handle the rail freight traffic that originates or terminates on the Rail Line. 17. Time is of the Essence. Time is of the essence in this Agreement. 18. Transfer of Operations. All responsibility and authority for conducting rail operations on the Rail Line shall be transferred from BNSF to City at 12:01 a.m. on the day following the date of Closing. 19. Transfer of Liabilities; Payment of Charges. For the period before and including the day of Closing, BNSF shall be responsible for: (a)all common carrier rail operations, including car supply,on the Rail Line; (b)any freight loss and damage claims attributable to rail operations over the Rail Line; and (c) all car accounting and all car hire and car mileage allowance payments relating to rail operations over the Rail Line. At and after 12:01 a.m. on the day following the date of Closing, City shall be responsible for: (d) all common carrier rail operations, including car supply, on the Rail Line; (e) any freight loss and damage claims attributable to rail operations over the Rail Line; and (f) all car accounting and all car hire and car mileage allowance payments relating to rail operations over the Rail Line. 20. Electronic Data Interchange. Within six months following the month in which City and BNSF interchange any 18 freight cars at Roy, Washington, City must have the ability to send and receive electronically waybills, advanced consists, and bills of lading; as well as Train II reports and passing/placement reportings for performance purposes. Transaction reporting should be at industry standard levels or one level behind. 21. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. 22. Effect of Waiver. Any waiver by any party to this Agreement, or failure by any such party to insist upon full and complete performance by any other party to this Agreement of its obligations set forth in this Agreement, shall not constitute a waiver or release of such party's right to insist upon full and complete performance of any other obligations in this Agreement, or a waiver or release of such party's right to insist upon full and complete performance of the obligations that were waived or not enforced for periods prior to, or following, the waiver or failure to insist upon full and complete performance. This Agreement shall be amended or modified only by written agreement signed by all three parties hereto. 23. Notices. All notices and other communications under this Agreement shall be in writing and deemed properly served if delivered by hand to the party addressed or, if mailed, when received by 19 the United States Postal Service in registered or certified mail, postage prepaid, or, if sent by a national overnight service, when received by the carrier service in a prepaid mailer, return receipt requested, addressed as follows: BNSF: Mr. Jerome M. Johnson Assistant Vice President Shortline Development The Burlington Northern and Santa Fe Railway Company 2600 Lou Menk Drive Fort Worth,Texas 76131 City: Ms. Shelley Badger City Administrator, City of Yelm 105 Yelm Avenue West Yelm, Washington 98597 Either party hereto may change its address or addressee to which notices are to be given by providing written notice of the change to the other party. 24. Confidentiality. Except to the extent that the terms of this Agreement are required to be disclosed by the STB,by order of any court of competent jurisdiction or any governmental agency, or by laws or regulations applicable to the City entering into this transaction, each party to this Agreement shall not disclose the contents of this Agreement to any other party, without the prior written consent of the other parties to this Agreement. Any party who learns of any of the terms of this Agreement shall be required by the party to this Agreement who is disclosing the information not to disclose those terms to any other party without the prior written consent of both parties to this Agreement. 20 25. Entire Agreement; Integration of Agreement. This document, together with all Exhibits attached hereto, constitutes the entire agreement between City, BNSF and Railway relating to this transaction. Any other prior or contemporaneous agreements,understandings,representations or statements,whether oral or written, relating to this transaction are merged herein. The headings and titles to provisions in this Agreement are for convenience only, and shall not be deemed to modify or affect the rights or duties of City or BNSF. All rights and obligations of City and BNSF set forth in this Agreement,or in any Exhibit attached hereto, are integral parts of this Agreement. The parties agree that the terms herein have been arrived at by mutual negotiation and that no terms herein shall be presumptively construed against either party regardless of who drafted it in the first instance. IN WITNESS WHEREOF, authorized representatives of City and BNSF have executed this Agreement as of this day of June, 2000. THE BURLINGTON NORTHERN AND CITY OF YELM SANTA FE RAILWAY COMPANY By: By: Peter J. Rickershauser Vice President Network Development NA1aw.mkg\dw%vkonWwts\ydm donationl 21 EXHIBIT A QUITCLAIM DEED THE BURLINGTON NORHTERN AND SANTA FE RAILWAY COMPANY,a Delaware corporation, Grantor, hereby donates, conveys and quitclaims to Grantee, CITY OF YELM, a municipality in the State of Washington,without any covenants of warranty whatsoever and without recourse to Grantor, its successors or assignees, all of Grantor's rights,title and interest, if any, in real estate and improvements constituting Grantor's rail corridor and rail line between Milepost 20.99, in Roy, Washington, and the southwestern end of this rail line corridor at or near Milepost 25.56, in Yelm, Washington, which real estate and improvements are situated in County, Washington, the boundaries of which are more particularly described in Attachment 1, attached hereto (hereinafter"Premises"). SUBJECT,however,to all existing interests in the Premises, including but not limited to all reservations, easements and other encumbrances, of record or otherwise. EXCEPTING AND RESERVING unto Grantor, its successors and assignees, a license for 99 years (or until any earlier date on which all rail service is abandoned on the rail line on the Premises), to operate over such portion of track on the Premises at or near Roy, Washington as is necessary or convenient to interchange rail traffic between Grantor and Grantee, or Grantee's successor or assignee. 1 IN WITNESS WHEREOF,Grantor has caused this instrument to be signed by its authorized representative, and its corporate seal to be affixed hereto, on the day of July, 2000. THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY By: Peter J. Rickershauser Vice President—Network Development ATTEST: By: Assistant Secretary Iwoon t\wp\dww\agreem en\y aldm a.a I 2 STATE OF TEXAS ) ss. COUNTY OF TARRANT ) On this day of July, 2000 before me,the undersigned, a Notary Public in and for the State of Texas, duly commissioned and sworn, personally appeared Peter J. Rickershauser, Vice President, Network Development, and an Assistant Secretary, respectively, of The Burlington Northern and Santa Fe Railway Company,the corporation that executed the foregoing instrument, and acknowledged the execution thereof to be the free and voluntary act and deed of such officer and the voluntary act and deed of such corporation, for the uses and purposes therein mentioned, and on oath stated that he is authorized to execute the foregoing instrument and that the seal affixed in the corporate seal of such corporation. Witness my hand and official seal affixed the day and year first above written. Notary Public My commission expires: EXHIBIT B BILL OF SALE THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY (`BNSF'� hereby donates and conveys to CITY OF YELM all of BNSF's rights,title and interest to the following unaffixed personal property located on BNSF's rail corridor between Milepost 20.99 in Roy, Washington and, the end of this rail line at or near Milepost 25.56 in Yelm, Washington. BNSF HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED,AS TO THE DESIGN OR CONDITION OF ANY SUCH PERSONAL PROPERTY HEREBY CONVEYED, ITS MERCHANTABLITIY, OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. BNSF SHALL NOT BE LIABLE TO CITY OF YELM FOR ANY INCIDENTAL OR CONSQUENTIAL DAMAGES WITH RESPECT TO -17HE DESIGN, CONTIDTION, QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OF THE PERSONAL PROPERTY CONVEYED HEREBY. IN WITNESS WHEREOF, BNSF has caused this Bill of Sale to be executed by its duly authorized representative this day of July, 2000. THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY By: Peter J. Rickershauser Vice President—Network Development EXHIBIT C AGREEMENTS ASSIGNED TO CITY OF YELM IN WHOLE OR IN PART [List to be supplied by BNSF] PAGE: 1 SRESULT.FMT KEYWORD SEARCH RESULTS REPORT BURLINGTON NORTHERN & CONTRACT N0, SANTA FE RWY. CO. CONTRACTOR / DESCRIPTION DATE: 0� BF 00010856,00 EXPIRATION OR TIME: 1; PUGL SOUND-ENERGY, INC. CONTRACT TERMINATION ELECTRIC WIRE LINE DATE DATE ASSIGNED 70 THE NE, LS YELM, . 23, -� LOCATION TYPE -CAT-NO„ 06/15/1999 -�_ CODE 501101 WA, YELM BN 00002044.00 WASHINGTON, STATE OF IMPROVE CROSSING SIGNALS PR-p{ ASSIGNED TO THE CITY OF YELM, WA;2973' BN 00003302.00 06/16/1972 MCLINS, INC. WA, YELM CMO&O INDUSTRIAL TRACK & CROSSINGGV-XS/ ASSIGNED TO THE CITY OF YELM, WA;' MP' 25+723% BN 00007218,00 06/11/1973 HARSCO CORP. WA, YELM ASSIGNEDINDUSTOITHEAL SCITYPUR TOFCYELMP.Wg4+4010; ID-IT/l CX 85016001.00 12/30/1976 SILVASEED CO, WA, YELM PRIVATE ROAD CROSSING, Mp, 21+150; ID-17/B. ASSIGNED 70 THE CITY OF YELM, Wq• CX 86016044,00 03/20/1985 PAISLEY, PATRICIA ANN & WA, ROY M80 ROAD CROSSING UNDER RR.S' LEWIS H, PR-PC/BN ASSIGNED TO THE CITY OF YELM, WA; NO, 22,1 CANCELS LC #205343; 0611611986 CX 90016022.00 DR0807, STEVE & DOROTHY M.- WA, YELM L MP_ PRIVATE ROAD CROSSING; O REEDER, RICHARD & LINDA L. PR-PC/BNA ASSIGNED 70 THE CITY OFELM, A; 21.03' CANCELS LC #237576; 12/03/1993 LC 00210734.00 YELM TELEPHONE CO. WA, ROY CHO ASSIGNED PTONTHEICITY ROFSYELMMWA;25+854' , PR-PC/BNRF L, 216559.00 06/01/1973 STRINGHAM, H. R, WA, YELM PRIVATE CROSSING, MP. 21+150; PR-PW/BNRR ASSIGNED TO THE CITY OF YELM, WA; LC 00221899,00 12/16/1974 YELM, CITY OF WA, ROY WATER PIPELINE CROSSING PR-PC/BNRR ASSIGNED TO THE CITY OF�YELM,2uA; LC 00238157,Op 06/16/1976 CABLE 7V PUDGET SOUND, WA, YELM ASSIGNED 70 VIACOM CABLEVISION, INC.; PR-PL/BNRR ASSIG EDATpE7HE0C17YGOFMP. 5+3002; 07/01/1981 NP 00007349.00 YELM, WA; WA, YELM CENTRALIA, CITY OF PR-PW/BNRR PERMANENT SIPHON UNDERCROSSING, MP. 24+716; ASSIGNED TO THE CITY OF YELM WA; -LAW-NO.: #15024 06/23/1929 WA, YELM GV-GN/BNRR DATE: 06/13/00 KEYWORD SEARCH RESULTS REPORT TIME: 12:30:26 PAGE: 2 BURLINGTON NORTHERN & SANTA FE RWY. CO. SRESULT.FMT EXPIRATION OR TYPE CONTRACT TERMINATION CODE DATE DATE LOCATION CONTRACT NO. CONTRACTOR / DESCRIPTION 07/22/1904 WA, RPY PR-PL/BNRR NP 00013981.00 MURRAY, NELSON 3/4 INCH WATER PIPELINE; ASSIGNED TO THE CITY OF YELM, WA; 06/15/1914 SYSTEM PR-PW/BNRR NP 00019290.00 PACIFIC TELEPHONE & TELEGRAPH CO.; ASSIGNED TO PACIFIC NORTHWEST BELL TELEPHONE CO.; ASSIGNED TO US WEST COMMUNICATIONS, INC.; MASTER GENERAL CROSSING AGMT., SUPPLEMENT NO. 660, OHD TELEPHONE WIRE LINE CROSSING, MP. 21+548; ASSIGNED TO THE CITY OF YELM, WA; -LAW-NO.: #27737 05/05/1922 WA, ROY PR-PW/BNRR NP 00038623.00 AVERY, G. A. ELECTRIC WIRE LINE CROSSING; ASSIGNED TO THE CITY OF YELM, WA; 12/20/1923 WA, YELM PR-PW/BNRR NP 00040855.00 THURSTON COUNTY UTILITIES CO. OHD ELECTRIC WIRE LINE CROSSING, MP. 25+900; ASSIGNED TO THE CITY OF YELM, WA; 11/15/1946 WA, YELM PR-PW/BNRR NP 00066454.00 PUGET SOUND POWER & LIGHT CO. ELECTRIC WIRE LINE, MP. 25+1705; ASSIGNED TO THE CITY OF YELM, WA; 05/01/1965 WA, ROY PR-PL/BNRF NP 00095881.00 OLYMPIC PIPELINE CO. PETROLEUM PIPELINE CROSSING, MP. 21+607; ASSIGNED TO THE CITY OF YELM, WA; 05/01/1965 WA, YELM PR-PL/BNRI NP 00095882.00 OLYMPIC PIPELINE CO. LONGITUDINAL PETROLEUM PIPELINE; PARTITAL ASSIGNMENT TO THE CITY OF YELM, WA; 07/01/1965 WA, ROY PR-PW/BNRI N )096020.00 PUGET SOUND POWER & LIGHT CO. OHD ELECTRIC WIRE LINE CROSSING, MP. 21+548; ASSIGNED TO THE CITY OF YELM, WA; 06/01/1966 WA, YELM PR-PL/BNR NP 00097220.00 YELM, TOWN OF 2 WATER PIPELINE CROSSINGS, MP. 25+917 & MP. 25+3965; ASSIGNED TO THE CITY OF YELM, WA; 07/01/1966 WA, YELM PR-PL/BNR NP 00097261.00 WA NATURAL NGAS TPIPELINE CROSSING, MP. 25+875; ASSIGNED TO THE CITY OF YELM, WA; 01/15/1967 WA, YELM PR-PW/BNA NP 00098040.00 PUGET SOUND POWER & LIGHT CO. OHD ELECTRIC WIRE LINE CROSSING, 25+178; ASSIGNED TO THE CITY OF YELM, WA; PAGE: 3 KEYWORD SEARCH RESULTS REPORT DATE: 06/13/00 SRESULT.FMT BURLINGTON NORTHERN & SANTA FE RWY. CO. TIME: 12:30:29 EXPIRATION OR CONTRACT TERMINATION TYPE CONTRACT NO. CONTRACTOR / DESCRIPTION DATE DATE LOCATION CODE PX 85016048.00 YELM TELEPHONE CO. 07/08/1985 WA, YELM PR-PW/BNRR UGD LONGITUDINAL TELEPHONE CABLE, MP. 24+4235 & MP. 25+743; PARTIAL ASSIGNMENT TO THE CITY OF YELM, WA; PX 92016225.00 YELM, CITY OF 12/01/1992 WA, YELM PR-PL/BNRR PIPELINE CROSSING, LS. 400, MP. 24.14; ASSIGNED TO THE CITY OF YELM, WA; PX 92016226.00 YELM, CITY OF 12/01/1992 WA, YELM PR-PL/BNRR SEWER PIPELINE CROSSING, LS. 400, MP. 25.16; ASSIGNED TO THE CITY OF YELM, WA; PX 93016233.00 PUGET SOUND POWER & LIGHT 11/16/1993 WA, YELM PR-PW/BNRR OND ELECTRIC WIRE LINE, LS. 400, MP. 24.97; CANCELS PX #93016150; ASSIGNED TO THE CITY OF YELM, WA; PX 94020688.00 YELM TELEPHONE CO. 12/23/1994 WA, YELM PR-PW/BNRR UGD CABLE CROSSING, LS. 400, MP. 24.98; ASSIGNED TO THE CITY OF YELM, WA; PX 95021190.00 VIACOM CABLE 11/08/1995 WA, YELM PR-PW/BNRR UGD WIRE LINE CROSSING, LS. 400, MP. 25.15; ASSIGNED TO THE CITY OF YELM, WA; �F TSE p�� a� 9� C iof Yelm a M 105 Yelm Avenue West P.O. Box 479 YELM WASHINGTON Yelm, Washington 98597 (360) 458-3244 February 04, 2005 Miles Sand & Gravel Attn: Jerry Trudeau, VP/General Manager PO Box 130 Auburn WA 98071 RE: INVOICE As per Sections 3.1(b) and 3.2 of the"Private Road Grade Crossing and Overpass Agreement" between the City of Yelm and Miles Sand & Gravel Company (dated 7/21/03), payment in the amount listed below shall be paid to the City of Yelm, - for the Annual License Fee and the Annual Supplemental Maintenance Fee - itemized below, by March 21, 2005. Quantity Description Unit Price Total 1 Annual License Fee (July 2004) $50.00 $50.00 1 Annual Supplemental Maintenance Fee(July 2004) $500.00 $0 Subtotal $50.00 Total Due $50.00 = Structures just coming on-line—fee will not be charged until July 2005 Please remit payment to: City of Yelm Attn: Shelly Badger PO Box 479 Yelm WA 98597 Invoice Date: February 4, 2005 Date Due: March 21, 2005 Thank you! The City of Yelm is an Equal Opportunity Provider Message Page 1 of 1 Dana Spivey ............................................................................................................................................................................................................................................................... From: Shelly Badger Sent: Monday, January 17, 2005 11:45 AM To: Dana Spivey Subject: Annual fee-Miles Dana, could you check the Miles agreement file in the RR drawer and see when their annual fee is due? I believe you prepared an invoice last year that could be used as the template, however, this years is just the fees mentioned in the agreement, not the "agreement preparation" fees. Check the agreement and see what it says and if it is time, prepare an invoice for me to take a look at along with the section out of the agreement. This is one of those annual "Dana tickler file" items. Thanks, Shelly Shelly Badger Yelm City Administrator shellyb@ci.yelm.wa.us P.O. Box 479 Yelm, WA 98597 360-458-8405 1/24/2005 PRIVATE ROAD GRADE CROSSING AND OVERPASS THIS PRIVATE ROAD GRADE CROSS GAT&OVEI ("Agreement"), made as of this t4�the"Effective Date"),by and between the City of Yelm, a municipal corporation in the State of Washington, whose mailing address is 105 Yelm Avenue West, P.O. Box 479, Yelm, Washington 98597, hereinafter called"City,"party of the first part, and Miles Sand and Gravel Company, a Washington corporation whose mailing address is 1220 M Street SE, P.O. Box 130, Auburn, WA 98071, hereinafter called"Licensee,"party of the second part; WITNESSETH: WHEREAS, Licensee has utilized a private road crossing across The Burlington Northern and Santa Fe Railway Company(`BNSF")track, located approximately 714 feet north of the railroad trestle over Murray Creek, near the City of Roy, Washington (the"Private Road Crossing") since approximately 1989; AND WHEREAS, on or about November 16, 2000, City acquired BNSF's rail line and rail corridor ownership interests in its rail line segment between Milepost 20.99 in Roy, Washington, and Milepost 25.56 in Yelm, Washington; AND WHEREAS, Licensee now desires to: 1)upgrade the Private Road Crossing in order to allow increased vehicular traffic, and in order to handle heavy equipment; and 2)to construct and to utilize at said crossing, an enclosed overhead conveyor-belt overcrossing structure(the"Overcrossing")to transport material being extracted from the west side of the railroad tracks to Licensee's aggregate processing plant located on the east side of the tracks, as shown in the plans attached hereto as Exhibit "A"; NOW, THEREFORE, City, for and in consideration of the fee(s)to be paid by Licensee and of the covenants, terms, conditions and agreements herein to be kept and performed by Licensee, hereby grants to Licensee the right or license to upgrade the Private Road Crossing and to construct and to utilize the Overcrossing upon the terms and conditions herein. 1. DEFINITIONS: 1.1 The term"Licensee" herein shall mean Miles Sand and Gravel Company and any affiliated associations, partnerships, governmental bodies or individuals as the case may be. The term"Licensee" shall also include Licensees' agents, employees, servants, sublicensees and invitees. All words herein referring to Licensee shall be taken to be of such number and gender as the context may require. 1.2 The term"City"herein shall include all servants, agents or employees of the City of Yehn. 180435/031303 0928/57820003 1.3 The term"Crossing"herein shall include the Private Road Crossing with its track crossings, approaches, roadways, drainage facilities, warning devices, signals and wire lines, gates, barricades, signs, appliances and any ancillary facilities, and the Overcrossing. 1.4 The term"Overcrossing"herein shall refer to an enclosed overhead conveyor-belt overcrossing structure at the Crossing for the transportation of material being extracted on the west side of the railroad tracks to Licensee's aggregate processing plant located on the east side of said tracks. 1.5 The term"Maintenance"herein shall include keeping all vegetation within the area(s)outlined in red on the print attached hereto as Exhibit `B" and identified thereon as"Sight Clearance Area(s)" cut to a height not exceeding two feet (2) above ground level, and keeping said"Sight Clearance Area(s)" free of parked vehicles and other obstructions. 2. USE LIMITATIONS: 2.1 This license is subject to: (a) all encumbrances, conditions, covenants and easements applicable to City's title to or rights in the subject property; (b) any existing public utilities and other pipe or wireline facilities located in, on, over, under or across the Crossing; (c) all instruments, easements, agreements and rights therefor,recorded or not; and(d) compliance by Licensee with terms and conditions herein. 2.2 The Crossing shall be used by Licensee or its business invitees only 1) as a private road for the purpose of Licensee's vehicular or pedestrian access to/from Licensee's properties on either side of the Crossing, and for the purpose of moving equipment between Licensee's said properties all by means of the Private Road Crossing, and 2)to transport material excavated by Licensee on the west side of the railroad tracks to Licensee's aggregate processing plant on the east side of the railroad tracks by means of the Overcrossing. 2.3 This Agreement is a personal license to Licensee and Licensee will not allow any person(s) other than Licensee and its business invitees to use said Crossing without the prior written consent of City. 2.4 Licensee, at its sole cost and expense, shall erect and permanently maintain"PRIVATE ROAD-- RESTRICTED USE"sign(s) or other signs indicating the private nature and limited use of the Crossing, at location(s) adjacent to said Crossing designated by City. It shall also erect and permanently maintain, at its sole cost and expense, "STOP" signs on both sides of the Crossing. Licensee shall erect and permanently maintain signage in compliance with any Washington Utilities and Transportation Commission requirements, in addition to those set forth in this subsection. 2.5 Without separate written consent of City, Licensee shall not dedicate nor permit Crossing to be used for any purpose or in any manner that might in any way make said Crossing a public crossing or subject it to any public servitude. - 2 - 180435/031303 0928/57820003 2.6 City reserves and excepts unto itself the paramount right to continue to occupy, possess and use the area of the Crossing(s) for any and all City purposes. 2.7 Licensee shall use said Crossing in accordance with all rules and regulations of City and of any other public authority having jurisdiction over railroad grade crossings including, but not limited to,the Federal Railroad Administration and the Washington Utilities and Transportation Commission, or their successors, if any. 3. FEES: 3.1 Upon execution of this Agreement, Licensee shall pay City: (a) A reimbursement of any outside costs (professional or otherwise) incurred by the City in the development of this Agreement and in the ongoing review, inspection and approval of the Crossing ("Reimbursement Amount"). Such Reimbursement Amount shall include, but shall not be limited to,those amounts paid by the City in complying with the requirements of the Washington State Department of Transportation-Rail Division, and in obtaining and maintaining any applicable state and federal permits. Such Reimbursement Amount due to City shall not exceed FIVE THOUSAND U.S. dollars ($5,000.00)in any given calendar year. Any reimbursable amount incurred by City in excess of the $5,000.00 yearly maximum shall be rolled forward and included in the Reimbursement Amount for the following calendar year. (b) An Annual License Fee of FIFTY U.S. Dollars ($50.00) and shall thereafter pay such non-refundable Annual License Fee on each anniversary of the Effective Date of this Agreement until terminated. Such Annual License Fee shall be subject to periodic review and mutually agreeable adjustments. 3.2 Thereafter, on each anniversary of the Effective Date of this Agreement (until terminated), Licensee shall also pay to City an Annual Supplemental Maintenance Fee, of FIVE HUNDRED U.S. Dollars ($500.00). Said Annual Supplemental Maintenance Fee will be subject to periodic review and mutually agreeable adjustments if real costs to the City should be realized. 3.3 Payment by Licensee of any Annual License Fee or Annual Supplemental Maintenance Fee shall not be held to create an irrevocable license for any period. 3.4 Licensee shall also indemnify City against, and shall pay or reimburse City for increased fees to the City resulting from any additional taxes and assessments levied solely on account of the existence of said upgraded Crossing. 4. CONSTRUCTION, MAINTENANCE: 4.1 Private Road Crossing and any upgrades thereto (including the necessary appurtenances, approaches, roadway, curbs, gutters, shoulders, slopes, fills and cuts and drainage thereof) shall be designed, constructed, and thereafter maintained, at the sole cost and expense of Licensee. - 3 - 180435/031303 0928/57820003 4.2 Licensee's Overcrossing shall also be designed, constructed, and thereafter maintained, at the sole cost and expense of Licensee. 4.3 Construction of both the Private Road Crossing upgrades and the Overcrossing shall not commence prior to Licensee having received final written approval of their design and construction by the City's Designated Engineer for the Yelm-Roy Prairie Line("YRPL Engineer"). City shall not unreasonably withhold such approval. 4.4 Design requirements for the Crossing include, but are not limited to,the following: (a) The location and construction of the Crossing (which by definition includes both the Private Road Crossing and the Overcrossing) shall comply with any and all permitting requirements. (b) The structural supports for the Overcrossing on either side of the tracks shall be placed at a minimum distance from the track centerline to be determined by the YRPL Engineer to accommodate the possible future addition of additional track(s). (c) The Overcrossing's minimum vertical clearance height shall be twenty-three feet and six inches (23'6")to ensure adequate clearance for double-stack container cars on the tracks. (d) The design of the Private Road Crossing and the Overcrossing shall take into account the City's YRPL Engineer's design requirements in order to accommodate the future construction of a recreational trail on the railroad right-of-way. 4.5 Licensee shall furnish all of the labor and materials required to build the Overcrossing,to upgrade the Private Road Crossing, and to do all necessary grading for the approaches. 4.6 Licensee, at its sole cost and expense, shall maintain all approachways, and shall keep the Crossing and designated Sight Clearance Area(s) at all times free and clear of all spilled materials, ice, snow, mud, debris and all obstructions (including parked vehicles)to satisfaction of City. 4.7 Licensee shall perform its construction and maintenance under this Agreement, or cause all Licensee's construction and maintenance under this Agreement to be performed, in a prudent and workmanlike manner, in conformity with any applicable statutes, orders,rules, regulations and specifications of any public authority having jurisdiction over the Crossing and under conditions satisfactory to and approved by City. 4.8 In the event Licensee contracts for the performance of any Crossing work, Licensee shall require its contractor(s) and/or subcontractor(s)to comply with all of the terms of this Agreement. - 4 - 180435/031303 0928/57820003 4.9 In the event Licensee fails, in the judgment of City,to comply with any construction or maintenance requirement of this Agreement, City, without waiving any other provision of this Agreement, may either furnish the labor and materials required to do such work, at the sole cost and expense of Licensee, or terminate this Agreement in accordance with Article 11 hereof. 4.10 Licensee shall be solely responsible for any relocation or protective encasement of any subsurface pipe or wire lines (telephone, electrical power transmission or distribution, fiber optic, cable television, water, sewer, gas or petroleum products, et al.) and for necessary relocation of surface structures or facilities (fences, towers, poles, etc.) incident to Licensee's construction(or reconstruction or upgrade)of the Crossing. 5. DRAINAGE: 5.1 Licensee shall not interfere with, or permit its contractors to interfere with, the existing drainage facilities within the approachways or underneath said Crossing. 5.2 Licensee shall furnish, install and maintain, at Licensee's sole expense and in a manner satisfactory to City, necessary drainage pipe and culverts ("Drainage Facilities")within the approachways and underneath said Crossing, on each side of said track(s),to accept drainage from the roadbed and Overcrossing and keep drainage from the track(s) and the City's right-of-way. Said Drainage Facilities shall be constructed to not drain into/toward nearby Murray Creek, and shall be constructed to comply with any and all permitting requirements (including the Pierce County permit) and with all applicable environmental regulations and requirements (including any applicable restricted floodplain/wetland laws, regulations and requirements associated with nearby Murray Creek). 6. PERMITS: 6.1 Before any construction hereunder is performed, Licensee, at its sole cost and expense, shall obtain the City's approval of its plans, and obtain any necessary permits or licenses from all Federal, State or local public authorities having jurisdiction over the Crossing or City's rail right-of-way and shall thereafter observe and comply with said licenses and permits, with the requirements of such public authorities, and with all applicable laws, rules and regulations and modifications thereof. 6.2 City shall cooperate with Licensee in obtaining and complying with any Federal, State or local permits relative to Licensee's Crossing. 6.3 Licensee shall defend, protect and hold City harmless for failure to obtain permits and licenses, for any violation thereof, or for costs or expenses of compliance or remediation. 7. BARRICADES, GATES, SIGNALS: 7.1 Licensee shall, at its sole cost and expense, furnish, construct and maintain at the Crossing, any and all items required by state or federal law, including, if required, - 5 - 180435/031303 0928/57820003 any gate(s), barricade(s), sign(s), flashing light signals, and/or grade crossing warning device(s),the provision of permanent flaggers or other protective services. 7.2 The operation of barriers and other warning devices and the performance of said protective services shall be in accordance with any applicable public requirements or regulations including but not limited to the Washington Utilities and Transportation Commission(if applicable) and the Federal Railroad Administration(if applicable). Licensee shall keep all such gates and barricades closed and locked when Crossing is not in actual use by authorized parties. 7.3 After any Crossing signals have been placed in service, Licensee will operate and maintain said signals, at the sole expense of Licensee. Costs of such signal maintenance and operation(including electric current)will be reviewed periodically, and the amount billed will be revised accordingly. In addition to said signal maintenance and operation expense, Licensee shall reimburse City, within sixty(60) days after receipt of itemized bill from City, (a)the cost of upgrading said signals to prevent obsolescence and (b)the cost of repairing or replacing said signals as a result of damages thereto, howsoever resulting. If Licensee fails or refuses to maintain and/or provide or pay costs thereof, City may terminate this Agreement as provided for in Article 11. 8. OPERATIONAL SAFETY: 8.1 Licensee shall use the highest degree of care in the operation and use of said Crossing. 8.2 If required by state or federal law, licensee shall erect and thereafter maintain, all at Licensee's cost: reflectorized"Railroad Crossing" crossbuck signs on each side of the Crossing, clearly visible to vehicular traffic approaching the Crossing from either side, and advising of the number of track(s)to be crossed; signage on each side of the Overcrossing clearly visible from rail traffic approaching from either direction, and advising of the Overcrossing's overhead clearance height. Licensee shall be solely responsible for periodically inspecting such signs to insure that same are in place and visible. Licensee shall comply with any and all state and federal laws, regulations and requirements concerning signage and other operational safety issues. 9. EXPLOSIVES: 9.1 In the construction and/or maintenance of said Crossing, Licensee shall not use explosives of any type or perform or cause any blasting without the separate express prior written consent of City. In the event such consent is extended, a representative will be assigned by City to monitor, and Licensee shall reimburse City for the entire cost and/or expense of furnishing said monitor. 9.2 Neither Licensee nor Licensee's contractor(s), agent(s) or employee(s), or business invitees may transport, carry or haul any explosive, flammable, combustible or other hazardous or dangerous materials, goods or commodities across track(s)of City without separate prior written consent of City. Such restrictions shall not apply to - 6 - 180435/031303 0928/57820003 gasoline or diesel fuel in the vehicular fuel supply tanks of any vehicle or equipment passing over Crossing. 10. ALTERATIONS, TRACK CHANGES: 10.1 Whenever any repairs or changes are made to City's right-of-way or track, or if additional track(s) are laid at the site of the Crossing, necessitating repairs to, alteration of, or relocation of the Crossing, Lessee shall pay for or shall furnish labor and materials to make such repairs to, alterations to, or relocation of the Crossing. 10.2 In the event that City's operating and/or maintenance needs or uses require any change(including any raising, lowering, or additions to),relocation or improvement in its right-of-way, track(s), structures, roadbed, rail communication or other facilities (including fiber optic cable), which necessitate any change of location, height or depth of Crossing, Licensee shall make such changes in Crossing and/or the grading, approaches or drainage, within thirty(30) days after notice in writing from City, all at Licensee's sole cost and expense, and upon plans and specifications approved by City. 10.3 If Licensee desires to revise, relocate or change in all or any part of said Crossing, or if Licensee is required to change or alter Crossing, drainage or approachways, plans therefor shall be submitted to City for approval before any such change is made. 10.4 After change or alteration, the terms and conditions of this Agreement shall apply thereto. 11. TERM, TERNIINATION, REMOVAL: 11.1 The term("Term") of this Agreement shall be a period of five(5) years from the date hereof and City grants to Licensee the option to extend this Agreement for three(3) additional extended periods of five(5) years. The Agreement shall remain in effect from month to month thereafter,until terminated by either party upon giving to the other thirty(30) days' written notice of such termination. 11.2 Upon failure of Licensee to perform or comply with any term, covenant, clause, or condition herein contained(a"Breach"),this Agreement may be terminated immediately upon notice by City. After such notice of breach, City may barricade or otherwise block said Crossing (and stop Licensee's use of the Overcrossing) until removed by Licensee, at sole risk and expense of Licensee. 11.3 On the condition that Licensee is not in Breach of this Agreement, City grants to Licensee the option to extend this Agreement for three(3) additional extended periods of five(5)years (the"Extended Term"). The Extended Term will commence on the day following expiration of the initial Term. Except as to any changes to the Agreement agreed to by both parties at the time of Licensee's exercise of said extension, all of the provisions of this Agreement will remain in effect during the Extended Term. Licensee may not exercise its extension option if and so long as Licensee is in Breach of - 7 - 180435/031303 0928/57820003 this Agreement. Licensee's exercise of the extension option shall be by written notice given to City not later than twelve(12) months prior to expiration of the initial Term. 11.4 Within thirty(30) days after termination of this Agreement, unless the parties hereto otherwise agree, said Crossing (which includes the Overcrossing) shall be removed, all approaches barricaded, and right-of-way of City restored in a manner satisfactory to City, all at the sole cost and expense of Licensee. All removal and restoration work to be performed on that portion of said Crossing between the rails of said track(s) and for two feet (2')beyond each outermost rail shall be done by City, at Licensee's sole cost and expense. 11.5 If Licensee fails to make removal as in Section 11.3, City may remove same, by City employee or contract forces, at Licensee's sole risk, cost and expense. 11.6 All rights which Licensee may have hereunder shall cease and end upon the termination date so specified; provided, however,that termination of this Agreement shall not in any manner affect any claims and liability which may have arisen or accrued hereunder prior to termination, and which, at the time of termination, have not been satisfied. 12. RISK, LIABILITY, INDEMNITY: 12.1 Licensee, recognizing that any use of City property, tracks and right-of- way involves increased risks, expressly assumes all risk of loss and damage to, and waives any right to ask or demand damages for, Property of Licensee, or any part thereof, at the Crossing, including loss of or interference with the use of service thereof, regardless of cause, including: (a) any fault, failure or negligence of City in the construction, operation or maintenance of the Crossing, or in rail operations on or over the Crossing; and/or(b) any fire, regardless of the source or origin thereof. For this Section, the term"Property of Licensee" shall include property of third parties situated or placed upon City's right-of-way by Licensee or by such third parties at request of or for the sole benefit of Licensee. 12.2 Licensee, with the recognition above, and as further consideration for the grant of this crossing right, also assumes all liability for, and releases and agrees to (all with counsel acceptable to the City), defend, indemnify, protect and save City harmless from and against: (a) all loss of or damage to any other property, including property in the care, custody or control of City and of third parties, now situated or which may be placed at the Crossing or adjacent thereto, and the loss of or interference with any use or services thereof, and (b) all loss and damage on account of injury to or death of any and all persons (including but not limited to employees, invitees and patrons of the parties hereto)on the Crossing; and - 8 - 180435/031303 0928/57820003 (c) all claims and liability for such loss and damage and cost and expenses thereof, arising out of, resulting from, or connected in any manner with the construction, reconstruction, maintenance, upgrade, existence, use, condition, repair, change, relocation or subsequent removal of said Crossing (which as defined, includes the Overcrossing), any parts thereof or appurtenant structures,regardless of cause, even if occurring or resulting from the sole or joint fault, failure or negligence of City, including such loss, damage or injury: (i) caused in whole or in part by the fault, failure or negligence of City; or(ii) caused in whole or in part by the fault, failure or negligence of Licensee; or(iii)resulting from the creation of this license and the additional hazards that this Crossing imposes upon City's operations. Should any dispute arise concerning Licensee's obligation under this Agreement to defend, indemnify, protect and save City harmless from and against liability from any particular incident, Licensee shall first defend, indemnify, protect and save City harmless. Thereafter, upon final completion of said defense, indemnification and protection, Licensee and City shall arbitrate the dispute concerning the scope of Licensee's obligation. 12.3 For the purposes of these Liability and Indemnity provisions only, all persons, including the employees and/or servants of City and of Licensee, or employees of any independent or subcontracting third parties engaged in any construction or maintenance activities at the Crossing, in any of the work described in this Agreement, shall be deemed to be the sole contractors of Licensee while so engaged. 12.4 All obligations of Licensee under this Agreement to release, indemnify and hold City harmless shall also extend to companies and other legal entities that control, are controlled by, are subsidiaries of or are affiliated with City, and their respective officers, agents, employees and servants. 12.5 Licensee shall promptly(within thirty(30) days) advise City in writing, by Certified Mail of any claims made against Licensee and/or City under this Agreement or from use of the Crossing. 13. INSURANCE: 13.1 Because Licensee and/or its agents or contractor(s)must perform construction or demolition operations within fifty feet(50') of any operated City track(s), or affecting a City bridge, trestle, tunnel, track(s), roadbed, overpass or underpass, Licensee, at its sole cost, shall obtain a Railroad Protective Liability(RPL) Policy naming CITY as the insured, for the period of actual construction or demolition in the amount of TWO MILLION U.S. Dollars per occurrence/SIX MILLION U.S. Dollars aggregate($2MM/6MM). Any and all exclusions related to work or any other activities related to use, operation, installation, maintenance, repairs, removal, et al. within fifty feet (50') of a railroad track shall be deleted from all insurance policies obtained for the Private Road Crossing upgrade and Overcrossing construction. - 9 - 180435/031303 0928/57820003 13.2 Prior to commencement of any use of the Crossing, Licensee shall procure and shall thereafter maintain during continuance of this Agreement, at its sole cost and expense, Commercial General Liability(CGL) Insurance covering liability assumed by Licensee under this Agreement, with coverage of not less than TWO MILLION U.S. Dollars per occurrence/SIX MILLION U.S. Dollars aggregate($21VIl&6MM) for bodily injury and property damage. Any and all exclusions related to work or any other activities related to use, operation, installation, maintenance, repairs, removal, et al. within fifty feet (50') of a railroad track shall be deleted from said policy. The CGL policy shall be endorsed to provide for thirty(30) days' notice in writing to City's Director-Casualty Insurance, at the address above, prior to termination of or change in the coverage provided. 13.3 If CGL coverage is written on a public liability insurance form, Insurance Services Office endorsement GL-99-18 must be added to the policy to extend the definition of"incidental contract"to include any easement or license agreement in connection with vehicle or pedestrian City crossings at grade. If said CGL policy is written on a"Claims Made"basis rather than"Per Occurrence"basis, Licensee shall arrange for adequate time for reporting losses. Failure to arrange adequate reporting time shall be Licensee's sole risk. 13.4 Said Crossing shall not be opened for private traffic contemplated under this agreement until said CGL insurance coverage is placed in effect and written notice thereof is given to City. In the event said CGL insurance is cancelled, or is allowed to lapse, Crossing shall be subject to immediate closure and removal by City upon notice to Licensee, all at Licensee's cost. 13.5 City may at any time request evidence of insurance purchased by Licensee to comply with this Article and may demand that Licensee purchase insurance deemed adequate by City. Failure of Licensee to comply within thirty(30) days of City's demand shall be an event of default subject to termination in Article 11. 13.6 Furnishing of insurance by Licensee shall not limit Licensees liability under this Agreement, but shall be additional security therefor. 14. BREACH, WAIVER: 14.1 Any waiver by either party at any time of its rights as to anything herein contained shall not be construed as a permanent waiver of such covenant or condition, or any subsequent breach thereof, unless such covenant or breach is waived in writing by said party. 14.2 Neither the failure of City to object to any work done, material used, or method of construction or maintenance of said Crossing, nor any approval given or supervision exercised by City shall be construed as an admission of liability or responsibility by City, or as a waiver by City of any of the obligations, liability and/or responsibility of Licensee. - 10 - 180435/031303 0928/57820003 15. NOTICE(S): 15.1 Before doing any work on City's right-of-way, Licensee shall give City's City Administrator and Director of Public Works at least five(5) days' written notice. 15.2 All other notices and communications concerning this Agreement shall be addressed to the following: (a) If to City, to: Shelly Badger City Administrator City of Yelm 105 Yelm Avenue West, P.O. Box 479 Yelm, Washington 98597 (a) If to Licensee, to: Jerry Trudeau Vice President &General Manager Miles Sand and Gravel Company 1201 M Street SE P.O. Box 130 Auburn, WA 98071-0130 15.3 Unless otherwise expressly stated herein, all such notices shall be in writing and sent via Certified or Registered Mail-Return Receipt Requested, or by courier, and shall be effective upon(a) actual receipt or(b) addressee's refusal of delivery. 16. TITLE: 16.1 Licensee shall not at any time own or claim any right,title or interest in or to City's property occupied by Licensee's Crossing, nor shall the exercise of this Agreement for any length of time give rise to any title to said property, or any right or interest in Licensee other than the license created hereby. 17. GENERAL PROVISIONS: 17.1 Neither this Agreement nor any provision hereof or agreement or provision included herein by reference shall operate or be construed as being for the benefit of any third person. 17.2 This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of City, and the legal representatives, successors or assigns of Licensee, as the, case may be, but, this license is a personal privilege granted to Licensee and therefore no assignment sublease or sublicense hereof - 11 - 180435/031303 0928/57820003 or of any rights or obligations hereunder shall be valid for any purpose without the prior written consent of City. 17.3 This Agreement contains the entire understanding between the parties hereto, and cannot be changed, altered, amended or modified, except by written instrument subsequently executed by the parties hereto. 17.4 Neither the form nor any language of this Agreement shall be interpreted or construed in favor of or against either party hereto. 17.5 This Agreement is executed under current interpretation of applicable Federal, State, County, Municipal or other local statute, ordinance or law. Each separate division(paragraph, clause, item, term, condition, covenant or agreement) herein shall have independent and severable status from each other separate division for the determination of legality, so that if any separate division is determined to be void, voidable, invalid or unenforceable for any reason, such determination shall have no effect upon the validity or enforceability of each other separate division herein contained, or any other combination thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate, each of which shall be evidence of this Agreement but which shall constitute but one agreement as of the day and year first above written. AGREED TO AND ACKNOWLEDGED: Witness for City: CITY OF , W HINGTON B Its: Mayor Witness for Licensee: MILES SAND AND GRAVEL COMPANY B - 12 - 180435/031303 0928/57820003 V. On this oda o , 2003, before me, m P6 personally appeared on behalf of City of Yelm, Washington, a municipal corporation in the State of Washington, who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose nam is subscribed to the within instrument and acknowledged to me that�she executed the same in !&/her authorized capacity, and that by q&her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. SPS`' Witness my hand and official seal. ;�Q�' /��. S O . cnr�. • ;� 1 ;•0r+,AOTAR-,.c � U NotaryPublic in for the State of WASHINGTON �� PUBUG Printed Name: k �� •. r F. .o`�•; : My appointment expires: h��c On this o day of a44 , 2003, before me, personally appeared on behalf of Miles Sand aYd Gra 1 Company, a Washington corporation, who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. BSE co for o m Notary Public in and for the State of WASHINGTO 1p�� Printed Name: JJGA(UiC A. AC,6DCl- My appointment expires: 10Lt3b -c S-- SHIN* - 13 - 180435/031303 0928/57820003 • 8 1 PROPP-KTY LING ► ,^ �_ 1';r'+ -- _ _ --..:.s: —+ ' la«1� .•ti•. •1.. --l..r., + `i: r': sw to ,T � II• 7 �•a••.. „S:.11 'yl..J•`�, ,• ..�,,:.t► I `•.t''. +\ .` � III�'r 1l� 'l 'y �` •i ♦.,�:.•• \. A�� ':r.i �f "'I'' .fr .� C. `'. ,,► +.. \' "• �� .tom•.'::,+� ,�;: ��I• +./'� .. `'�::... •., r /yr.�: •(.,,:.••� ,,,. �+/ r 1 \ yn$ g t'\ Z ,\• \(` �v•r� ••, t .n,,; � y..:r• 'S �' 1,...• t� / j �' ��'; ;I 1 �•' 1•■ •r'i,•l:,• 1 I'I •'T. ! A! 1{�� ) C t � .. , '� 1 •t '..I`1 t� t. .. '�;�C.• /""" «' '1' I' i F'rndr•akr-r`LIN& j �1 J� 1 14,s „ � � • _ ^ 0 w � � � u Arrnovnu co«wuA«n ��' navu:o«• 14 �•� �M••T TRIG MtnAna••r - SIITS & HILL owo«+o OPERATIONS PLAN •AA««��± ___ ENGINEERS) INC.- co ✓! MILES SAND & GRAVEL CO. , CIVIL STRUCTURAL SURVEYING oAu __.'?- nn_ -- SURFACE MINING OPERATION i n:rioTr.o ++ •cAu Ray WASHINGTON If•o�1O.•OIA 1T. TACOMA,WA, a1.0• Uo•1+7r-au• � vv 0 00 CID rn v �, � i 0) 0 100 / SCALE IN FEET i 0t 4'WIB Ft 0 1190 80 00 4'WIB / N L i o i rn i HEIGHT OF GRASS AND SH, ABOVE GROUND LEVEL AND FREE OF PARKED VEHICLE REFLECTORIZED "RAILROADEXHIBIT ��B�� AND A "PRIVATE ROAD - RE: AND MAINTAINED ON BOTH SITE CLEARANCE AREAS LESS THAN 12' FROM THE FOR UPGRADED CROSSING ALL APPROACHW AYS TO THE AT STA 183+09.8 AREA SHALL BE KEPT FREE MUD AND ALL OTHER OSBST DURING CONSTRUCTION ORU DAVID EVAN S ANY AND ALL UTILITIES UNDf� Q ANDASSOCIATES INC. AND GRAVEL IS RESPONSIBL, 3700 Pacific Hwy. East, Suite 311 AREA OF THE CROSSING AR a Tacoma Washington 98424 Phone: 253.922.9780 FEB . 259 2003 Page I of I Dana Spivey From: "Shelly Badger" <shelly@yelmtel.com> To: "Dana Spivey" <dspivey@ywave.com> Sent: Wednesday, May 07, 2003 8:13 AM Subject: RR bill to Miles Dana, could you prepare a cover memo from me and an invoice to Miles Sand & Gravel for bills incurred under the agreement we recently entered into with them. Just a reminder, make sure that we received back a fully executed agreement from Miles (i want that in the file before we bill). In the Miles agreement file in RR drawer towards the back should be a paper-clipped batch of bills that we have payed that make up the invoice to Miles. Look thru the agreement for the section that talks about them paying us for the costs incurred to find language for the cover memo and invoice.....i.e. as per section #$K of agreement dated......Maybe put a date on the invoice about 45 days out unless there is language otherwise in the agreement on how long they have to pay once invoiced. also note that there is a 5k limit for this year, but i think our bills are just under that! I will take a look at the package before you mail off to Jerry. Thanks Dana, Shelly Shelly Badger Yelm City Administrator P.O. Box 479, Yelm, WA 98597 360-458-8405 shelly@yelmtei.com 05/07/2003 Page 1 of 1 Dana Spivey From: "Jerry Trudeau" <jerryt@g ravel pits.com> To: "'Dana Spivey"' <dspivey@ywave.com> Sent: Tuesday, April 22, 2003 1:09 PM Subject: RE: Miles Agreement Hi Dana: have not yet returned our agreements. I will that task at the top of my list and get the agreement back to you. Thanks, Jerry -----Original Message----- From: Dana Spivey [mailto:dspivey@ywave.com] Sent: Monday, April 21, 2003 10:03 AM To: Jerry Trudeau Subject: Miles Agreement Hi Jerry - On March 19th I sent you the two Original Agreements to have you sign both and get notarized, and then we were suppose to get one of those original agreements back (completely signed, notarized etc.) Do you know if that's been done, and sent to us or not? Let me know, Thanks! Dana Dana Spivey Administrative Assistant City of Yelm 360-458-8816 dspivey@ywave.com 04/22/2003 �r �- 02 T TACOMA RAIL TAC*NA PUBLIC YT-1- Ron Ernst Marketing Director office 253.502.8897 cell 425.785.8796 fax 253.922.9088 rernst@cityoftacoma.org Page 1 of 1 Dana Spivey From: "Shelly Badger"<shelly@yelmtel.com> To: "Dana Spivey"<dspivey@ywave.com> Sent: Thursday, March 13, 2003 9:41 AM Subject: Miles Agreement Dana, Janine is getting Adam' s' nature on 2 originals of the Miles Agreement and then it will come to you. When you get it, could you notarize Ad signatures, prep a transmittal letter to Jerry Trudeau and mail both originals to himVi(th instructions to sign both and return 1 fully executed copy to us. When you prep these transmittals for me, go ahead and do them from you (i like that you did that on the Nis River Ed project staff report). As always, I I ien you get the agreement back, the original goes /1 � and a copy to Agnes for contract data base! L �' Thanks, She Shelly Badge tfi Yelm City Adi P.O. Box 479 360-458-840, �� P shelly@yelmt A � t xC 0. 03/13/2003 t �. `+� •iI/ . f j'�' 1 � � � � Y �, �� ,� ~»� � .�. ,� Memo To: Jerry Trudeau, Miles Sand&Gravel From: Dana Spivey,Admin.Asst. to Shelly Badger,City Administra Date: March 19,2003 Subject: Private Road Grade Crossing and Overpass Agreement Please find enclosed two original agreements. Please sign both, (and have your signature notarized on both)and then return one fully executed agreement to us and keep one for your records. Thank you! PRIVATE ROAD GRADE CROSSING AND OVERPASS AGREEMENT THIS PRIVATE ROAD GRADE CROSSING AND OVERPASS AGREEMENT ("Agreement"), made as of this (the"Effective Date"), by and between the City of Yelm, a municipal corporation in the State of Washington, whose mailing address is 105 Yelm Avenue West, P.O. Box 479, Yelm, Washington 98597, hereinafter called"City,"party of the first part, and Miles Sand and Gravel Company, a Washington corporation whose mailing address is 1220 M Street SE, P.O. Box 130, Auburn, WA 98071, hereinafter called"Licensee,"party of the second part; WITNESSETH: WHEREAS, Licensee has utilized a private road crossing across The Burlington Northern and Santa Fe Railway Company (`BNSF")track,located approximately 714 feet north of the railroad trestle over Murray Creek,near the City of Roy, Washington (the"Private Road Crossing") since approximately 1989; AND WHEREAS, on or about November 16, 2000, City acquired BNSF's rail line and rail corridor ownership interests in its rail line segment between Milepost 20.99 in Roy, Washington, and Milepost 25.56 in Yelm, Washington; AND WHEREAS, Licensee now desires to: 1) upgrade the Private Road Crossing in order to allow increased vehicular traffic, and in order to handle heavy equipment; and 2)to construct and to utilize at said crossing, an enclosed overhead conveyor-belt overcrossing structure(the"Overcrossing")to transport material being extracted from the west side of the railroad tracks to Licensee's aggregate processing plant located on the east side of the tracks, as shown in the plans attached hereto as Exhibit"A"; NOW, THEREFORE, City, for and in consideration of the fee(s)to be paid by Licensee and of the covenants,terms, conditions and agreements herein to be kept and performed by Licensee, hereby grants to Licensee the right or license to upgrade the Private Road Crossing and to construct and to utilize the Overcrossing upon the terms and conditions herein. 1. DEFINITIONS: 1.1 The term"Licensee"herein shall mean Miles Sand and Gravel Company and any affiliated associations, partnerships, governmental bodies or individuals as the case may be. The term"Licensee" shall also include Licensees' agents, employees, servants, sublicensees and invitees. All words herein referring to Licensee shall be taken to be of such number and gender as the context may require. 1.2 The term"City"herein shall include all servants, agents or employees of the City of Yelm. 180435/031303 0924/57820003 1.3 The term"Crossing" herein shall include the Private Road Crossing with its track crossings, approaches, roadways, drainage facilities, warning devices, signals and wire lines, gates, barricades, signs, appliances and any ancillary facilities, and the Overcrossing. 1.4 The term"Overcrossing"herein shall refer to an enclosed overhead conveyor-belt overcrossing structure at the Crossing for the transportation of material being extracted on the west side of the railroad tracks to Licensee's aggregate processing plant located on the east side of said tracks. 1.5 The term"Maintenance"herein shall include keeping all vegetation within the area(s)outlined in red on the print attached hereto as Exhibit `B"and identified thereon as "Sight Clearance Area(s)" cut to a height not exceeding two feet(2') above ground level, and keeping said"Sight Clearance Area(s)" free of parked vehicles and other obstructions. 2. USE LIMITATIONS: 2.1 This license is subject to: (a) all encumbrances, conditions, covenants and easements applicable to City's title to or rights in the subject property; (b) any existing public utilities and other pipe or wireline facilities located in, on, over, under or across the Crossing; (c) all instruments, easements, agreements and rights therefor,recorded or not; and(d) compliance by Licensee with terms and conditions herein. 2.2 The Crossing shall be used by Licensee or its business invitees only 1) as a private road for the purpose of Licensee's vehicular or pedestrian access to/from Licensee's properties on either side of the Crossing, and for the purpose of moving equipment between Licensee's said properties all by means of the Private Road Crossing, and 2)to transport material excavated by Licensee on the west side of the railroad tracks to Licensee's aggregate processing plant on the east side of the railroad tracks by means of the Overcrossing. 2.3 This Agreement is a personal license to Licensee and Licensee will not allow any person(s) other than Licensee and its business invitees to use said Crossing without the prior written consent of City. 2.4 Licensee, at its sole cost and expense, shall erect and permanently maintain"PRIVATE ROAD-- RESTRICTED USE"sign(s)or other signs indicating the private nature and limited use of the Crossing, at location(s) adjacent to said Crossing designated by City. It shall also erect and permanently maintain, at its sole cost and expense, "STOP"signs on both sides of the Crossing. Licensee shall erect and permanently maintain signage in compliance with any Washington Utilities and Transportation Commission requirements, in addition to those set forth in this subsection. 2.5 Without separate written consent of City, Licensee shall not dedicate nor permit Crossing to be used for any purpose or in any manner that might in any way make said Crossing a public crossing or subject it to any public servitude. -2- 180435/031303 0924/57820003 2.6 City reserves and excepts unto itself the paramount right to continue to occupy, possess and use the area of the Crossing(s) for any and all City purposes. 2.7 Licensee shall use said Crossing in accordance with all rules and regulations of City and of any other public authority having jurisdiction over railroad grade crossings including, but not limited to,the Federal Railroad Administration and the Washington Utilities and Transportation Commission, or their successors, if any. 3. FEES: 3.1 Upon execution of this Agreement, Licensee shall pay City: (a) A reimbursement of any outside costs (professional or otherwise) incurred by the City in the development of this Agreement and in the ongoing review, inspection and approval of the Crossing ("Reimbursement Amount"). Such Reimbursement Amount shall include, but shall not be limited to,those amounts paid by the City in complying with the requirements of the Washington State Department of Transportation-Rail Division, and in obtaining and maintaining any applicable state and federal permits. Such Reimbursement Amount due to City shall not exceed FIVE THOUSAND U.S. dollars ($5,000.00)in any given calendar year. Any reimbursable amount incurred by City in excess of the$5,000.00 yearly maximum shall be rolled forward and included in the Reimbursement Amount for the following calendar year. (b) An Annual License Fee of FIFTY U.S. Dollars ($50.00) and shall thereafter pay such non-refundable Annual License Fee on each anniversary of the Effective Date of this Agreement until terminated. Such Annual License Fee shall be subject to periodic review and mutually agreeable adjustments. 3.2 Thereafter, on each anniversary of the Effective Date of this Agreement (until terminated), Licensee shall also pay to City an Annual Supplemental Maintenance Fee, of FIVE HUNDRED U.S. Dollars ($500.00). Said Annual Supplemental Maintenance Fee will be subject to periodic review and mutually agreeable adjustments if real costs to the City should be realized. 3.3 Payment by Licensee of any Annual License Fee or Annual Supplemental Maintenance Fee shall not be held to create an irrevocable license for any period. 3.4 Licensee shall also indemnify City against, and shall pay or reimburse City for increased fees to the City resulting from any additional taxes and assessments levied solely on account of the existence of said upgraded Crossing. 4. CONSTRUCTION, MAINTENANCE: 4.1 Private Road Crossing and any upgrades thereto (including the necessary appurtenances, approaches, roadway, curbs, gutters, shoulders, slopes, fills and cuts and drainage thereof) shall be designed, constructed, and thereafter maintained, at the sole cost and expense of Licensee. - 3 - 180435/031303 0924/57820003 4.2 Licensee's Overcrossing shall also be designed, constructed, and thereafter maintained, at the sole cost and expense of Licensee. 4.3 Construction of both the Private Road Crossing upgrades and the Overcrossing shall not commence prior to Licensee having received final written approval of their design and construction by the City's Designated Engineer for the Yehn-Roy Prairie Line("YRPL Engineer"). City shall not unreasonably withhold such approval. 4.4 Design requirements for the Crossing include, but are not limited to,the following: (a) The location and construction of the Crossing (which by definition includes both the Private Road Crossing and the Overcrossing) shall comply with any and all permitting requirements. (b) The structural supports for the Overcrossing on either side of the tracks shall be placed at a minimum distance from the track centerline to be determined by the YRPL Engineer to accommodate the possible future addition of additional track(s). (c) The Overcrossing's minimum vertical clearance height shall be twenty-three feet and six inches (23'6")to ensure adequate clearance for double-stack container cars on the tracks. (d) The design of the Private Road Crossing and the Overcrossing shall take into account the City's YRPL Engineer's design requirements in order to accommodate the future construction of a recreational trail on the railroad right-of-way. 4.5 Licensee shall furnish all of the labor and materials required to build the Overcrossing,to upgrade the Private Road Crossing, and to do all necessary grading for the approaches. 4.6 Licensee, at its sole cost and expense, shall maintain all approachways, and shall keep the Crossing and designated Sight Clearance Area(s) at all times free and clear of all spilled materials, ice, snow, mud, debris and all obstructions (including parked vehicles) to satisfaction of City. 4.7 Licensee shall perform its construction and maintenance under this Agreement, or cause all Licensee's construction and maintenance under this Agreement to be performed, in a prudent and workmanlike manner, in conformity with any applicable statutes, orders,rules, regulations and specifications of any public authority having jurisdiction over the Crossing and under conditions satisfactory to and approved by City. 4.8 In the event Licensee contracts for the performance of any Crossing work, Licensee shall require its contractor(s) and/or subcontractor(s)to comply with all of the terms of this Agreement. -4- 180435/031303 0924/57820003 4.9 In the event Licensee fails, in the judgment of City,to comply with any construction or maintenance requirement of this Agreement, City, without waiving any other provision of this Agreement, may either furnish the labor and materials required to do such work, at the sole cost and expense of Licensee, or terminate this Agreement in accordance with Article 11 hereof. 4.10 Licensee shall be solely responsible for any relocation or protective encasement of any subsurface pipe or wire lines (telephone, electrical power transmission or distribution, fiber optic, cable television, water, sewer, gas or petroleum products, et al.) and for necessary relocation of surface structures or facilities (fences, towers,poles, etc.) incident to Licensee's construction(or reconstruction or upgrade)of the Crossing. 5. DRAINAGE: 5.1 Licensee shall not interfere with, or permit its contractors to interfere with, the existing drainage facilities within the approachways or underneath said Crossing. 5.2 Licensee shall furnish, install and maintain, at Licensee's sole expense and in a manner satisfactory to City, necessary drainage pipe and culverts ("Drainage Facilities")within the approachways and underneath said Crossing, on each side of said track(s),to accept drainage from the roadbed and Overcrossing and keep drainage from the track(s) and the City's right-of-way. Said Drainage Facilities shall be constructed to not drain into/toward nearby Murray Creek, and shall be constructed to comply with any and all permitting requirements (including the Pierce County permit) and with all applicable environmental regulations and requirements (including any applicable restricted floodplain/wetland laws, regulations and requirements associated with nearby Murray Creek). 6. PERMITS: 6.1 Before any construction hereunder is performed, Licensee, at its sole cost and expense, shall obtain the City's approval of its plans, and obtain any necessary permits or licenses from all Federal, State or local public authorities having jurisdiction over the Crossing or City's rail right-of-way and shall thereafter observe and comply with said licenses and permits, with the requirements of such public authorities, and with all applicable laws, rules and regulations and modifications thereof. 6.2 City shall cooperate with Licensee in obtaining and complying with any Federal, State or local permits relative to Licensee's Crossing. 6.3 Licensee shall defend, protect and hold City harmless for failure to obtain permits and licenses, for any violation thereof, or for costs or expenses of compliance or remediation. 7. BARRICADES, GATES, SIGNALS: 7.1 Licensee shall, at its sole cost and expense, furnish, construct and maintain at the Crossing, any and all items required by state or federal law, including, if required, - 5 - 180435/031303 0924/57820003 any gate(s), barricade(s), sign(s), flashing light signals, and/or grade crossing warning device(s),the provision of permanent flaggers or other protective services. 7.2 The operation of barriers and other warning devices and the performance of said protective services shall be in accordance with any applicable public requirements or regulations including but not limited to the Washington Utilities and Transportation Commission(if applicable) and the Federal Railroad Administration(if applicable). Licensee shall keep all such gates and barricades closed and locked when Crossing is not in actual use by authorized parties. 7.3 After any Crossing signals have been placed in service, Licensee will operate and maintain said signals, at the sole expense of Licensee. Costs of such signal maintenance and operation(including electric current)will be reviewed periodically, and the amount billed will be revised accordingly. In addition to said signal maintenance and operation expense, Licensee shall reimburse City, within sixty(60) days after receipt of itemized bill from City, (a)the cost of upgrading said signals to prevent obsolescence and (b)the cost of repairing or replacing said signals as a result of damages thereto, howsoever resulting. If Licensee fails or refuses to maintain and/or provide or pay costs thereof, City may terminate this Agreement as provided for in Article 11. 8. OPERATIONAL SAFETY: 8.1 Licensee shall use the highest degree of care in the operation and use of said Crossing. 8.2 If required by state or federal law, licensee shall erect and thereafter maintain, all at Licensee's cost: reflectorized"Railroad Crossing"crossbuck signs on each side of the Crossing, clearly visible to vehicular traffic approaching the Crossing from either side, and advising of the number of track(s)to be crossed; signage on each side of the Overcrossing clearly visible from rail traffic approaching from either direction, and advising of the Overcrossing's overhead clearance height. Licensee shall be solely responsible for periodically inspecting such signs to insure that same are in place and visible. Licensee shall comply with any and all state and federal laws, regulations and requirements concerning signage and other operational safety issues. 9. EXPLOSIVES: 9.1 In the construction and/or maintenance of said Crossing, Licensee shall not use explosives of any type or perform or cause any blasting without the separate express prior written consent of City. In the event such consent is extended, a representative will be assigned by City to monitor,and Licensee shall reimburse City for the entire cost and/or expense of furnishing said monitor. 9.2 Neither Licensee nor Licensee's contractor(s), agent(s) or employee(s), or business invitees may transport, carry or haul any explosive, flammable, combustible or other hazardous or dangerous materials, goods or commodities across track(s)of City without separate prior written consent of City. Such restrictions shall not apply to - 6 - 180435/031303 0924/57820003 gasoline or diesel fuel in the vehicular fuel supply tanks of any vehicle or equipment passing over Crossing. 10. ALTERATIONS, TRACK CHANGES: 10.1 Whenever any repairs or changes are made to City's right-of-way or track, or if additional track(s) are laid at the site of the Crossing, necessitating repairs to, alteration of, or relocation of the Crossing, Lessee shall pay for or shall furnish labor and materials to make such repairs to, alterations to, or relocation of the Crossing. 10.2 In the event that City's operating and/or maintenance needs or uses require any change(including any raising, lowering, or additions to), relocation or improvement in its right-of-way, track(s), structures,roadbed, rail communication or other facilities (including fiber optic cable), which necessitate any change of location, height or depth of Crossing, Licensee shall make such changes in Crossing and/or the grading, approaches or drainage, within thirty(30) days after notice in writing from City, all at Licensee's sole cost and expense, and upon plans and specifications approved by City. 10.3 If Licensee desires to revise, relocate or change in all or any part of said Crossing, or if Licensee is required to change or alter Crossing, drainage or approachways,plans therefor shall be submitted to City for approval before any such change is made. 10.4 After change or alteration, the terms and conditions of this Agreement shall apply thereto. 11. TERM,TERMINATION, REMOVAL: 11.1 The term("Term") of this Agreement shall be a period of five(5)years from the date hereof and City grants to Licensee the option to extend this Agreement for three(3)additional extended periods of five(5)years. The Agreement shall remain in effect from month to month thereafter,until terminated by either party upon giving to the other thirty(30) days' written notice of such termination. 11.2 Upon failure of Licensee to perform or comply with any term, covenant, clause, or condition herein contained(a"Breach"),this Agreement may be terminated immediately upon notice by City. After such notice of breach, City may barricade or otherwise block said Crossing (and stop Licensee's use of the Overcrossing) until removed by Licensee, at sole risk and expense of Licensee. 11.3 On the condition that Licensee is not in Breach of this Agreement, City grants to Licensee the option to extend this Agreement for three(3) additional extended periods of five(5) years (the"Extended Term"). The Extended Term will commence on the day following expiration of the initial Term. Except as to any changes to the Agreement agreed to by both parties at the time of Licensee's exercise of said extension, all of the provisions of this Agreement will remain in effect during the Extended Term. Licensee may not exercise its extension option if and so long as Licensee is in Breach of - 7- 180435/031303 0924/57820003 this Agreement. Licensee's exercise of the extension option shall be by written notice given to City not later than twelve(12)months prior to expiration of the initial Term. 11.4 Within thirty(30) days after termination of this Agreement, unless the parties hereto otherwise agree, said Crossing (which includes the Overcrossing) shall be removed, all approaches barricaded, and right-of-way of City restored in a manner satisfactory to City, all at the sole cost and expense of Licensee. All removal and restoration work to be performed on that portion of said Crossing between the rails of said track(s)and for two feet (2')beyond each outermost rail shall be done by City, at Licensee's sole cost and expense. 11.5 If Licensee fails to make removal as in Section 11.3, City may remove same, by City employee or contract forces, at Licensee's sole risk, cost and expense. 11.6 All rights which Licensee may have hereunder shall cease and end upon the termination date so specified;provided, however, that termination of this Agreement shall not in any manner affect any claims and liability which may have arisen or accrued hereunder prior to termination, and which, at the time of termination,have not been satisfied. 12. RISK, LIABILITY, INDEMNITY: 12.1 Licensee, recognizing that any use of City property, tracks and right-of- way involves increased risks, expressly assumes all risk of loss and damage to, and waives any right to ask or demand damages for, Property of Licensee, or any part thereof, at the Crossing, including loss of or interference with the use of service thereof, regardless of cause, including: (a) any fault, failure or negligence of City in the construction, operation or maintenance of the Crossing, or in rail operations on or over the Crossing; and/or(b) any fire, regardless of the source or origin thereof. For this Section, the term"Property of Licensee"shall include property of third parties situated or placed upon City's right-of-way by Licensee or by such third parties at request of or for the sole benefit of Licensee. 12.2 Licensee, with the recognition above, and as further consideration for the grant of this crossing right, also assumes all liability for, and releases and agrees to (all with counsel acceptable to the City), defend, indemnify, protect and save City harmless from and against: (a) all loss of or damage to any other property, including property in the care, custody or control of City and of third parties, now situated or which may be placed at the Crossing or adjacent thereto, and the loss of or interference with any use or services thereof, and (b) all loss and damage on account of injury to or death of any and all persons (including but not limited to employees, invitees and patrons of the parties hereto)on the Crossing; and - 8 - 180435/031303 0924/57820003 (c) all claims and liability for such loss and damage and cost and expenses thereof, arising out of, resulting from, or connected in any manner with the construction, reconstruction, maintenance, upgrade, existence, use, condition, repair, change, relocation or subsequent removal of said Crossing (which as defined, includes the Overcrossing), any parts thereof or appurtenant structures, regardless of cause, even if occurring or resulting from the sole or joint fault, failure or negligence of City, including such loss, damage or injury: (i) caused in whole or in part by the fault, failure or negligence of City; or(ii) caused in whole or in part by the fault, failure or negligence of Licensee; or(iii)resulting from the creation of this license and the additional hazards that this Crossing imposes upon City's operations. Should any dispute arise concerning Licensee's obligation under this Agreement to defend, indemnify, protect and save City harmless from and against liability from any particular incident, Licensee shall first defend, indemnify, protect and save City harmless. Thereafter, upon final completion of said defense, indemnification and protection, Licensee and City shall arbitrate the dispute concerning the scope of Licensee's obligation. 12.3 For the purposes of these Liability and Indemnity provisions only, all persons, including the employees and/or servants of City and of Licensee, or employees of any independent or subcontracting third parties engaged in any construction or maintenance activities at the Crossing, in any of the work described in this Agreement, shall be deemed to be the sole contractors of Licensee while so engaged. 12.4 All obligations of Licensee under this Agreement to release, indemnify and hold City harmless shall also extend to companies and other legal entities that control, are controlled by, are subsidiaries of or are affiliated with City, and their respective officers, agents, employees and servants. 12.5 Licensee shall promptly(within thirty(30) days) advise City in writing, by Certified Mail of any claims made against Licensee and/or City under this Agreement or from use of the Crossing. 13. INSURANCE: 13.1 Because Licensee and/or its agents or contractor(s)must perform construction or demolition operations within fifty feet (50') of any operated City track(s), or affecting a City bridge, trestle, tunnel, track(s),roadbed, overpass or underpass, Licensee, at its sole cost, shall obtain a Railroad Protective Liability(RPL) Policy naming CITY as the insured, for the period of actual construction or demolition in the amount of TWO MILLION U.S. Dollars per occurrence/SIX MILLION U.S. Dollars aggregate($2MM/6MNi). Any and all exclusions related to work or any other activities related to use, operation, installation, maintenance, repairs, removal, et al. within fifty feet (50')of a railroad track shall be deleted from all insurance policies obtained for the Private Road Crossing upgrade and Overcrossing construction. - 9 - 180435/031303 0924157820003 13.2 Prior to commencement of any use of the Crossing, Licensee shall procure and shall thereafter maintain during continuance of this Agreement, at its sole cost and expense, Commercial General Liability(CGL) Insurance covering liability assumed by Licensee under this Agreement, with coverage of not less than TWO MILLION U.S. Dollars per occurrence/SIX MILLION U.S. Dollars aggregate($2MM/6MM) for bodily injury and property damage. Any and all exclusions related to work or any other activities related to use,operation, installation, maintenance, repairs, removal, et al. within fifty feet(50')of a railroad track shall be deleted from said policy. The CGL policy shall be endorsed to provide for thirty(30) days' notice in writing to City's Director-Casualty Insurance, at the address above, prior to termination of or change in the coverage provided. 13.3 If CGL coverage is written on a public liability insurance form, Insurance Services Office endorsement GL-99-18 must be added to the policy to extend the definition of"incidental contract"to include any easement or license agreement in connection with vehicle or pedestrian City crossings at grade. If said CGL policy is written on a"Claims Made"basis rather than"Per Occurrence"basis, Licensee shall arrange for adequate time for reporting losses. Failure to arrange adequate reporting time shall be Licensee's sole risk. 13.4 Said Crossing shall not be opened for private traffic contemplated under this agreement until said CGL insurance coverage is placed in effect and written notice thereof is given to City. In the event said CGL insurance is cancelled, or is allowed to lapse, Crossing shall be subject to immediate closure and removal by City upon notice to Licensee, all at Licensee's cost. 13.5 City may at any time request evidence of insurance purchased by Licensee to comply with this Article and may demand that Licensee purchase insurance deemed adequate by City. Failure of Licensee to comply within thirty(30) days of City's demand shall be an event of default subject to termination in Article 11. 13.6 Furnishing of insurance by Licensee shall not limit Licensees liability under this Agreement, but shall be additional security therefor. 14. BREACH, WAIVER: 14.1 Any waiver by either party at any time of its rights as to anything herein contained shall not be construed as a permanent waiver of such covenant or condition, or any subsequent breach thereof, unless such covenant or breach is waived in writing by said party. 14.2 Neither the failure of City to object to any work done, material used, or method of construction or maintenance of said Crossing, nor any approval given or supervision exercised by City shall be construed as an admission of liability or responsibility by City, or as a waiver by City of any of the obligations, liability and/or responsibility of Licensee. - 10- 180435/031303 0924/57820003 15. NOTICE(S): 15.1 Before doing any work on City's right-of-way, Licensee shall give City's City Administrator and Director of Public Works at least five(5) days' written notice. 15.2 All other notices and communications concerning this Agreement shall be addressed to the following: (a) If to City, to: Shelly Badger City Administrator City of Yelm 105 Yelm Avenue West, P.O. Box 479 Yelm, Washington 98597 (a) If to Licensee, to: Jerry Trudeau Vice President &General Manager Miles Sand and Gravel Company 1201 M Street SE P.O. Box 130 Auburn, WA 98071-0130 15.3 Unless otherwise expressly stated herein, all such notices shall be in writing and sent via Certified or Registered Mail-Return Receipt Requested, or by courier, and shall be effective upon(a) actual receipt or(b) addressee's refusal of delivery. 16. TITLE: 16.1 Licensee shall not at any time own or claim any right, title or interest in or to City's property occupied by Licensee's Crossing, nor shall the exercise of this Agreement for any length of time give rise to any title to said property, or any right or interest in Licensee other than the license created hereby. 17. GENERAL PROVISIONS: 17.1 Neither this Agreement nor any provision hereof or agreement or provision included herein by reference shall operate or be construed as being for the benefit of any third person. 17.2 This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of City, and the legal representatives, successors or assigns of Licensee, as the, case may be, but,this license is a personal privilege granted to Licensee and therefore no assignment sublease or sublicense hereof - 11 - 180435/031303 0924/57820003 or of any rights or obligations hereunder shall be valid for any purpose without the prior written consent of City. 17.3 This Agreement contains the entire understanding between the parties hereto, and cannot be changed, altered, amended or modified, except by written instrument subsequently executed by the parties hereto. 17.4 Neither the form nor any language of this Agreement shall be interpreted or construed in favor of or against either party hereto. 17.5 This Agreement is executed under current interpretation of applicable Federal, State, County, Municipal or other local statute,ordinance or law. Each separate division(paragraph, clause, item, term, condition, covenant or agreement)herein shall have independent and severable status from each other separate division for the determination of legality, so that if any separate division is determined to be void, voidable, invalid or unenforceable for any reason, such determination shall have no effect upon the validity or enforceability of each other separate division herein contained, or any other combination thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate, each of which shall be evidence of this Agreement but which shall constitute but one agreement as of the day and year first above written. AGREED TO AND ACKNOWLEDGED: Witness for City: :I,TYOF,, WASHINGTON Itsr Witness for Licensee: MILES SAND AND GRAVEL COMPANY By: Its: - 12 - 180435/031303 0924/57820003 On this �%dayof , 2003, before me, ftt5p,-rA e- k All personally appeared on behalf of City of Yelm, Washington, a municipal corporation in the State of Washington, who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name_Ks subscribed to the within instrument and acknowled d to me thane she executed the same in�is'/her authorized capacity, and that by hi her signature on the instrument the person, or the entity upon behalf of which th person acted, executed the instrument. Witness my hand and official seal. Pc� ; !'/N�� S :U Notary Public in and for t e State of WASHINGTON '-1'UBUG Printed Name: +��''�;; c�•; r My appointment expires: On this day of , 2003, before me, personally appeared on behalf of Miles Sand and Gravel Company, a Washington corporation, who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. Notary Public in and for the State of WASHINGTON Printed Name: My appointment expires: - 13 - 180435/031303 0924/57820003 I N r 8 VROPLftIY LILAC �. ,1 ��;/� a.�. .�� i+�: 11 �� '1�n�9 ,\. � •i,w I� •,f ! ,Ir ( ./••, �.:;; I II }I' \ it` •" ,... t 4 ' '00 � .-••� .`•:�-ter:. I 1 ////II,t�•f''.. � .f•••! •(. `;�. ! � 40i.:•✓'• �I ! t ,•`\S"9f•+K ,i••.1 \.fir l .. \ �/ ��•� 1� I rl . vit ai+��'IC � / .'. .... :1. ; `fn \• '� I �/}{rl' �•�,l S j�..� •d i ' �` .•.71� w�„�r/� I,{� :� , do if no `� � '�` C,,,-. •,��, ! may.;�• .•,, `� !.l�i,`` It, 'r '1 ,• l ..,1 ; �+I { f•. V Mi ~•'� .. } ',f'` .a'•. ••� /. i f. i• "'•' ��'/-� ::�, Pfk]r'CJCf^f''�L4Na %'�, ,:•�:��,'}` 1. � •�� ' •` ��`',fi- —,A,•' 1,,� '.. ./. �� \� 1 � .:•+'• v��x `� YM, y•,. f `•. V� 1 r N OPERATIONS PLAN SITTS & HILL °�"�•-�-`�'- -- ENGINEERS INC. V MILES SAND & GRAVEL CO. n",. CIVIL • 87RUC7URAL • SURVEYING I SURFACE MINING OPERATION - II—JI ROly WASHINGTON 7401 60.406%.ST. TACOMA WA. •4409 42041414•0440 00 03 rn v + 0 100 � 4'WlB FEN SCALE IN FEET i 0 c 11190 30 00 �o> 41W I B f L i L HEIGHT OF GRASS AND SHR( ABOVE GROUND LEVEL AND Ti FREE OF PARKED VEHICLES REFLETORIZED AND AC -PRI ATE ROAD REST EXHIBIT "B" AND MAINTAINED ON BOTH SIL SITE CLEARANCE AREAS LESS THAN 12' FROM THE CEr-OR UPGRADED CROSSING ALL APPROACHW AYS TO THE C AT STA 183+09.8 AREA SHALL BE KEPT FREE MUD AND ALL OTHER OSBST RC DURING CONSTRUCTION OR UP DAVID EVAN S ANY AND ALL UTILITIES UNDER' Q ANDASSOCIATES INC. AND GRAVEL IS RESPONSIBLE 3700 Pacific Hwy. East, Suite 311 AREA OF THE CROSSING AREJO Tacoma Washington 98424 Phone: 253.922.9780 FEB . 25 , 2003 THE CITY OF YELM INVOICE DATE: August 5,2003 PO BOX 479 PAYMENT DUE:September 20,2003 105 YELM AVE W YELM WA 98597 360458-3244 FAX,3604584348 WWW.CI.YELM.WA.US YELM WASHINGTON INVOICE Bill(ed)To: Miles Sand &Gravel Attn:Jerry Trudeau,VP/General Mgr. PO Box 130 Auburn WA 98071 NOTES: As per Section 3.1(a)of the"Private Road Grade Crossing and Overpass Agreement"between the CityofYelm and Miles Sand& Gravel Company(dated 7/21/03),reimbursement in the amount listed below shall be paid to the City of Yelm,-for outside costs (professional or otherwise)-itemized below,by September 20,2003. "Such Reimbursement Amount due to City shall not exceed FIVE THOUSAND U.S.dollars($5,000.00)in any given calendaryear. Any reimbursable amount incurred by City in excess of the $5,000.00 yearly maximum shall be rolled forward and included in the Reimbursement Amount for the following calendaryear. Quantity Description Unit Price Total 1 4-10-03 Invoice No.122240 from David Evans&Associates 140.79 140.79 1 4-7-03 Invoice No.451618 from Betts,Patterson&Mines,P.S. 196.50 196.50 1 3-10-03 Invoice No.119550 from David Evans&Associates 1,058.98 1,058.98 1 3-10-03 Invoice No.450989 from Betts,Patterson&Mines,P.S. 686.00 686.00 1 2-10-03 Invoice No.118940 from David Evans&Associates 75.55 75.55 1 12-10-02 Invoice No.113699 from David Evans&Associates 120.50 120.50 1 11-25-02 Invoice No.448574 from Betts,Patterson&Mines,P.S. 1,431.00 1,431.00 1 11-10-02 Invoice No.112102 from David Evans&Associates 357.50 357.50 1 10-8-02 Invoice No.447488 from Betts,Patterson&Mines,P.S. 56.00 56.00 1 9-6-02 Invoice No.446641 from Betts,Patterson&Mines,P.S. 476.50 476.50 Subtotal 4,599.32 OY THF p REMITTANCE - Please remit payment to: City of Yelm Attn:Shelly Badger Q r' PC Box 479 Yelm WA 98597 Total Due $4,599.32 Invoice Date: August 5.2003 Amount Due: $4,599.32 Date Due: September 20,2003 YELM WASHINGTON Thank You! THE FACE OF THIS DOCUMENT . BACKGROUND oofT"fp� CITY OF YELM uzm:JP.O.Box 479 Yelm,WA 98597 RECEIPT NO. .- g334 360-458-8403 RECF� VI Q FOUR THOUSAND FIVE HUNDRED NINETY NINE DOLLARS & 32 CENTS RECEIVED FROM DATE REC.NO. AMOUNT REF.NO. MILES SAND AND GRAVEL 11/05/03 29334 4, 599 . 32 CHECK 49598 PO BOX 130 AUBURN WA 98071 MISCELLANEOUS RECEIPT i JANINE MILES SAND GRAVEL RR PARTNER SHARE 0104275 / QFTHE P CITY OF YELM INVOICE DATE: Ast 5,20 PO BOX 479 PAYMENT DUE eptember 20,2003 4� r� 105 YELM AVE W YELM WA 98597 360458-3244 FAX,3604584348 NOV 0 5 2003 WWW.CI.YELM.WA.US TY OF YELM ELNM H NGTON INVOICE Bill(ed)To: Miles Sand&Gravel Attn:Jerry Trudeau,VP/General Mgr. PO Box 130 Auburn WA 98071 r / /o 54 99 .24' 7 o 0 NOTES: T S�/Ae--6 As per Section 3.1(a)of the"Private Road Grade Crossing and Overpass Agreement"between the City of Yelm and Miles Sand& Gravel Company(dated 7/21/03),reimbursement in the amount listed below shall be paid to the City of Yelm,-for outside costs (professional or otherwise)-itemized below,by September 20,2003. "Such Reimbursement Amount due to City shall not exceed FIVE THOUSAND U.S.dollars($5,000.00)in any given calendar year. Any reimbursable amount incurred by City in excess of the $5,000.00 yearly maximum shall be rolled forward and included in the Reimbursement Amount for the following calendar year. Quantity Description Unit Price Total 1 4-10-03 Invoice No.122240 from David Evans&Associates 140.79 140.79 1 4-7-03 Invoice No.451618 from Betts,Patterson&Mines,P.S. 196.50 196.50 1 3-10-03 Invoice No.119550 from David Evans&Associates 1,058.98 1 1,058.98 1 3-10-03 Invoice No.450989 from Betts,Patterson&Mines,P.S. 686.00 686.00 1 2-10-03 Invoice No.118940 from David Evans&Associates 75.55 75.55 1 12-10-02 Invoice No.113699 from David Evans&Associates 120.50 120.50 1 11-25-02 Invoice No.448574 from Betts,Patterson&Mines,P.S. 1,431.00 1,431.00 1 11-10-02 Invoice No.112102 from David Evans&Associates 357.50 357.50 1 10-8-02 Invoice No.447488 from Betts,Patterson&Mines,P.S. 56.00 56.00 1 9-6-02 Invoice No.446641 from Betts,Patterson&Mines,P.S. 476.50 476.50 Subtotal 4,599.32 T11 P REMITTANCE - Please remit payment to: City of Yelm '-7'5� ��//NI� g4ti +Q�� Attn:Shelly Badger �J PO Box 479 Yelm WA 98597 T.L. $4,599.32 Invoice Date: August 5,2003 Amount Due: $4,599.32 OIJ�-� Z.G3 t — Date Due: September 20,2003 0�IT YELMHINGTON Thank You! L-7A ` I6 AW, Page 1 of 1 Agnes Bennick From: "Shelly Badger" <shelly@yelmtel.com> To: "Agnes Bennick" <agnesb@ywave.com> Cc: "Janine Schnepf <jschnepf@ywave.com>; "Dana Spivey" <dspivey@ywave.com> Sent: Friday, October 31, 2003 2:06 PM Subject: Miles rmb check Agnes, I am putting in your box a copy of the invoice we sent to Miles for reimbursement of expenses related to the Crossing and Overpass Agreement that the city adopted. We received the check from them on 10/30 (Janine has it) and I am not sure how to BAR code it. The expenses that are being reimbursed, were originally paid out of 104 000 198 596 00 00 00. I didn't think this qualified as a refund, but got stuck on the proper revenue BAR code to fund 104. Could you code it and get the infq.��o she can receipt it? Wana needs a copy of the Trs. Rcpt for the file. Thanks,,SIJ Shelly Badger Yelm City Administrator P.O. Box 479, Yelm, WA 98597 360-458-8405 shelly@yelmtel.com 11/3/2003 D D DAVID EVANS ANi) ASSOCIATES INC. INVOICE: 122240 Project No.: YELM0000-0007 Invoice Date: April 10,2003 On-Call Railroad Engineering Services Page 1 of 1 To: Shelly Badger r d for Payment: City of Yelm Date: PO Box 479 Pro) ; i Yelm,WA 98597 _L0_% BARg 0,0 0-t) % BARS # Work Beginning 03/02/2003 through 03/29/2003 Manager: Charles E. Burnham Current Current Hours Rate Amount Miles Crossing Permit Review Administrative Assistant Chelsea R.Englund 1.30 47.00 61.10 Project Manager Charles E.Burnham 0.50 135.00 67.50 Subtotal Miles Crossing Permit Review 1.80 128.60 WSDOT Grant Preparation/RAC Meeting Project Manager Charlie Burnham 6.00 135.00 810.00 Office Administrator Renee Genett 0.50 76.00 38.00 Y l� Subtotal WSDOT Grant Preparation/RAC Meeting 6.50 848.00 Expenses Communications/Delivery United Parcel Service(Crossing Exhibit Delivery) 12.19 Subtotal Expenses 12.19 Invoice Total: =988-79 Aged Receivables as of 4/10/2003 0 To 30 Days 31 To 60 Days 61 To 90 Days Over 90 Days Total Outstanding 988.79 0.00 0.00 0.00 988.79 Thank you for your patronage. Please contact Charlie Burnham at (253) 922-9780 if you have any questions regarding this invoice. Terms: Invoice due and payable upon receipt. interest at the rate of 1.5% per month will be charged on all amounts outstanding beyond 30 days of invoice date. CEB/cre 122240.DODD#I OU04/10103 Please send a copy of this invoice with your payment. Trans Pacific Trade Center Building 3700 Pacific Hwy.East Suite 311 Tacoma Washington 98424 Telephone:253.922.9780 Facsimile:253.922.9781 (206) 292-9988 91-1155124 LAW OFFICES BETTS, PATTERSON & MINES, P.S. ONE CONVENTION PLACE, SUITE 1400 701 PIKE STREET SEATTLE, WASHINGTON 98101-3927 Ms. Shelly Badger April 7, 2003 105 Yelm Avenue West Client/Matter No. 5782.0003 P.O. Box 479 Statement No. 451618 ph: (360)458-3244 fx: (360)458-4348 Yelm WA 98597 RE: Miles Crossing STATEMENT SUMMARY THROUGH MARCH 31, 2003 Services Rendered $196.50 Costs Advanced 0.00 CURRENT STATEMENT $ 196.50 Previous Balance 686.00 Less Payments Received Since Last Statement 686.00 TOTAL BALANCE DUE $ 196.50 Apr d fo. Payment: Ml �� Date: Project: ; % BARS # 1t�b BARS # REMITTANCE COPY Please return this page with your payment (206)292-9988 91-1155124 LAW OFFICES BETTS, PATTERSON & MINES, P.S. ONE CONVENTION PLACE,SUITE 1400 701 PIKE STREET SEATTLE,WASHINGTON 98101-3927 Ms. Shelly Badger April 7, 2003 105 Yelm Avenue West Client/Matter No. 5782.0003 P.O. Box 479 Statement No. 451618 ph: (360)458-3244 fx: (360)458-4348 Yelm WA 98597 RE: Miles Crossing For PROFESSIONAL SERVICES rendered through March 31, 2003: TIME DATE KEEPER HOURS DESCRIPTION AMOUNT 03/11/03 TK 0.90 Review, analyze and edit final Miles Crossing agreement 126.00 document per S. Badger request. 03/11/03 SLD 0.30 Review crossing agreement. 70.50 PROFESSIONAL SERVICES: $ 196.50 SERVICES SUMMARY TIME KEEPER NAME RATE HOURS AMOUNT SLD Stephen Day 235.00 0.30 70.50 TK Taro Kusunose 140.00 0.90 126.00 TOTAL FOR SERVICES 1.20 $196.50 STATEMENT TOTAL: $ 196.50 Betts Patterson Mines ATTORNEYS APR - 3 2103 Stephen L. Day eMail: sday®bpmlaw.com April 7, 2003 Ms. Shelley Badger City Administrator City of Yelm 105 Yelm Avenue West P.O. Box 479 Yelm, WA 98597 Re: Miles Crossing Dear Ms. Badger: Enclosed for your review is our invoice for costs and services rendered in the above-referenced matters. If they are satisfactory, we ask that you kindly place the invoices for payment in the ordinary course. Thank you for allowing Betts, Patterson &MMes to assist City of Yelm in this matter. incerely, Stephen L. SLD:sm Enclosure One Convention Place Suite 1400.701 Pike Street 187453/0407031233/57820003 Seattle WA•98101-3927 A Professional Service Corporation www.bpmlaw.com•206.292.9988•fax 206.343.7053 0LIAR2003 1 DAVID EVANS ANDASSOCIATES INC. INVOICE: 119550 Project No.: YELM0000-0007 Invoice Date: March 10,2003 Miles Sand&Gravel Crossing Permit Page 1 of 1 Aped for Payment r : To: Ms. Shelly Badger Date- a City of Y Project: M PO Box 47979 ron % BARS # Yelm,WA 98597 t)G % BARS # Work Beginning 02/02/2003 through 03/01/2003 Manager: Charles E. Burnham Current Current Hours Rate Amount WBS 429 Crossing Permit Review&Exhibit Prep Administrative Assistant Carol M. Broggi 0.50 48.06 24.03 Clerical Staff Chelsea R. Englund 1.10 26.35 28.99 Executive Administrator Renee K.Genett 0.50 79.06 39.53 Senior Engineer Charles E. Burnham 1.50 125.55 188.33 CADD Technician Mary F.Moran 9.50 74.40 706.80 CADD Technician Darrell G. Plein 1.00 71.30 71.30 Subtotal WBS 429 Crossing Permit Review&Exhibit Prep 14.10 1,058.98 Invoice Total: $1,058.98 Aged Receivables as of 3/10/2003 0 To 30 Days 31 To 60 Days 61 To 90 Days Over 90 Days Total Outstanding 1,058.98 75.55 0.00 0.00 1,134.53 Thank you for your patronage. Please contact Charlie Burnham at (253) 922-9780 if you have any questions regarding this invoice. Terms: Invoice due and payable upon receipt. Interest at the rate of 1.5% per month will be charged on all amounts outstanding beyond 30 days of invoice date. CEB/cre 119550.DOC/DNIOK/03/10/03 Please send a copy of this invoice with your payment. Trans Pacific Trade Center Building 3700 Pacific Hwy.East Suite 311 Tacoma Washington 98424 Telephone:253.922.9780 Facsimile:253.922.9781 (206)292-9988 91-1155124 LAW OFFICES BETTS, PATTERSON & MINES, P.S. - - . ONE CONVENTION PLACE,SUITE 1400 701 PIKE STREET SEATTLE,WASHINGTON 98101-3927 F{'%;q 1 3 2003 Ms. Shelly Badger 105 Yelm Avenue West Client/Matter No.5782.0003 P.O.Box 479 Statement No.450989 ph:(360)458-3244 fx:(360)458-4348 Yelm WA 98597 RE: Miles Crossing STATEMENT SUMMARY THROUGH FEBRUARY 28,2003 Services Rendered $686.00 Costs Advanced 0.00 CURRENT STATEMENT $ 686.00 Previous Balance 1,431.00 Less Payments Received Since Last Statement 1,431.00 TOTAL BALANCE DUE $ 686.00 App v I to�Payment: Date or l' Project: �oSAas�WtC, G DOU BARS 0 REMITTANCE COPY Please return this page with your payment (206)292-9988 91-1155124 LAW OFFICES BETTS, PATTERSON & MINES, P.S. ONE CONVENTION PLACE,SUITE 1400 701 PIKE STREET SEATTLE,WASHINGTON 98101-3927 Ms. Shelly Badger March 10,2003 105 Yelm Avenue West Client/Matter No.5782.0003 P.O.Box 479 Statement No.450989 ph:(360)458-3244 fx: (360)458-4348 Yelm WA 98597 RE: Miles Crossing For PROFESSIONAL SERVICES rendered through February 28,2003: TIME DATE KEEPER HOURS DESCRIPTION AMOUNT 02/05/03 TK 2.40 Draft,prepare and transmit the Miles Crossing Agreement 336.00 to S.Badger to send to Miles for review. 02/18/03 TK 0.20 Review and analysis of e-mail received from S. Badger 28.00 02/19/03 TK 1.80 Review and respond(analysis and edit agreement)to 252.00 multiple emails from S.Badger regarding finalization of the Miles Crossing Agreement. Discuss with S. Day. Draft and transmit e-mail to C. Burnham regarding preparation of Exhibit B to the Agreement(the "maintenance" map). 02/25/03 TK 0.50 Review and analysis of e-mail received from S. Badger 70.00 concerning Miles'comments on draft crossing agreement. Discuss with S.Day. Draft and transmit e-mail to S. Badger and C. Burnham regarding same. PROFESSIONAL SERVICES: $ 686.00 SERVICES SUMMARY TIME KEEPER NAME RATE HOURS AMOUNT TK Taro Kusunose 140.00 4.90 686.00 007 TIME TOTAL FOR SERVICES 4.90 $686.00 STATEMENT TOTAL: $ 686.00 Page 2 ca D - , DAVID EVANS FF'i3 i 2003 AND ASSOCIATES INC INVOICE: 118940 Project: No.: YELM0000-0007 Date: February 10, 2003 Miles Sand&Gravel Crossing Permit To: Shelly Badger City of Yelm PO Box 479 Yelm,WA 98597 Work Beginning 12/29/2002 through 02/01/2003 Manager: Charles E. Burnham Current Current Hours Rate Amount WBS 429 Miles Crossing Permit Review Clerical Staff Chelsea R. Englund 0.40 26.38 10.55 Senior Engineer Charles E.Burnham 0.50 130.00 65.00 Subtotal WBS 429 Miles Crossing Permit Review 0.90 75A5- ,,,�, INVOICE TOTAL $75.55 Aged Receivables as of 2/10/2003 0 To 30 Days 31 To 60 Days 61 To 90 Days Over 90 Days Total Outstanding 75.55 0.00 0.00 0.00 75.55 Thank you for your patronage. Please contact Charlie Burnham at (253) 922-9780 if you have any questions regarding this invoice. Terms: Invoice due and payable upon receipt. Interest at the rate of 1.5% per month will be charged on all amounts outstanding beyond 30 days of invoice date. Ap r vedtqr Payment: Date: - - L) Project: /- v /M % BARS # L' SZ :&( (Yi OCA CC/ % BARS #� CEB/cmbr o00000.D0C/D#101/02/10/03 Please send a copy of this invoice with your payment. Trans Pacific Trade Center Building 3700 Pacific Hwy.East Suite 311 Tacoma Washington 98424 Telephone:253.922.9780 Facsimile:253.922.9781 wo DAVID EVANS A��c: ASSOC: IATES , INVOICE: 113699 Job No. YELM0000-0007 Invoice Date: December 10,2002 Miles Sand and Gravel Crossing Permit To: Ms. Shelly Badger City Administrator City of Yelm P.O. Box 479 Yelm, WA 98597 Work Beginning 11/03/2002 through 11/30/2002 Manager: Charles E. Burnham Current Current Hours Rate Amount WBS 429—Crossing Permit Review Administrative Assistant Carol M. Broggi 0.40 45.00 $ 18.00 Executive Administrator Renee K. Genett 0.50 75.00 37.50 Senior Engineer Charles E. Burnham 2.00 130.00 65.00 Subtotal WBS 429—Crossing Permit Review 3.50 $120.50 Invoice Total $120.50 Aged Receivables as of 11/30/2002 0 To 30 Days 31 To 60 Days 61 To 90 Days Over 90 Days Total Outstanding $ 120.50 357.50 0.00 0.00 $478.00 Thank you for your patronage. Please contact Charlie Burnham at (253) 922-9780 if you have any questions regarding this invoice. Terms: Invoice due and payable upon receipt. Interest at the rate of 1.5% per month will be charged on all amounts outstanding beyond 30 days of invoice date. Ap?r ved for Payment: Date: Pro'ect: ' �� % BARS # `4,n C , 0000 % BARS # CEB:cmbr 113699.D0C/D#lOH/12/10/02 Please send a copy of this invoice with your payment. Trans Pacific Trade center Building 3700 Pacific Hwy.East Suite 311 Tacoma Washington 98424 Telephone:253.922.9780 Facsimile:253.922.9781 Betts Patterson Mines A T T O R N E Y S Nov`J 6 2002 2 L Stephen L. Day eMail: sday®bpmlaw.com November 25, 2002 Ms. Shelley Badger City Administrator City of Yelm 105 Yelm Avenue West P.O. Box 479 Yelm, WA 98597 Re: Miles Crossing Dear Ms. Badger: Enclosed for your review is our invoice for costs and services rendered in the above-referenced matters. If they are satisfactory, we ask that you kindly place the invoices for payment in the ordinary course. Thank you for allowing Betts, Patterson &Minrcer sist City of Yelm in this matter. Si ' , Stephen L. Day SLD:sm Enclosure One Convention Place Suite 1400.701 Pike Street Seattle WA.98101-3927 A Professional Sews e Corporation rat2000s www.bpmlaw.com.206.292.9988-fax 206.343.7053 (206)292-9988 91-1155124 LAW OFFICES BETTS, PATTERSON & MINES, P.S. ONE CONVENTION PLACE,SUITE 1400 701 PIKE STREET SEATTLE,WASHINGTON 98101-3927 Ms.Shelly Badger November 25,2002 105 Yelm Avenue West Client/Matter No.5782.0003 P.O.Box 479 Statement No.448574 ph:(360)458-3244 fx:(360)458-4348 Yelm WA 98597 RE: Miles Crossing STATEMENT SUMMARY THROUGH OCTOBER 31,2002 Services Rendered $1,431.00 Costs Advanced 0.00 CURRENT STATEMENT $ 1,431.00 Previous Balance 0.00 Less Payments Received Since Last Statement 0.00 A r ved or Payment: TOTAL BALANCE DUE v� Date. $l�1,It31.00 Pr !.� 1 % BARS # / 9G BARS # REMITTANCE COPY Please return this page with your payment (206)292-9988 91-1155124 LAW OFFICES BETTS, PATTERSON & MINES, P.S. ONE CONVENTION PLACE,SUITE 1400 701 PIKE STREET SEATTLE,WASHINGTON 98101-3927 Ms. Shelly Badger November 25,2002 105 Yelm Avenue West Client/Matter No.5782.0003 P.O. Box 479 Statement No.448574 ph: (360)458-3244 fx:(360)458-4348 Yelm WA 98597 RE: Miles Crossing For PROFESSIONAL SERVICES rendered through October 31,2002: TIME DATE KEEPER HOURS DESCRIPTION AMOUNT 10/01/02 TK 0.20 Prepare the Miles crossing. 28.00 10/03/02 TK 2.40 Draft and prepare Miles crossing agreement. 336.00 10/04/02 TK 2.60 Draft and prepare Miles crossing agreement. Transmit 364.00 said document to S. Day for review. 10/07/02 SLD 0.50 Review of draft agreement. 117.50 10/09/02 TK 0.80 Revise Mile crossing agreement. Transmit said document 112.00 to C. Burnham and S. Badger via email. 10/18/02 SLD 1.30 Review final draft of crossing agreement and discuss 305.50 suggestions with T. Kusunose. 10/18/02 TK 1.20 Revise and edit the Miles agreement to reflect the fact that 168.00 there was no prior agreement between BNSF and Miles, and to reflect C.Burnham edits. Transmit said document to S. Badger and C. Burnham. PROFESSIONAL SERVICES: $ 1,431.00 SERVICES SUMMARY TIME KEEPER NAME RATE HOURS AMOUNT TIME SLD Stephen Day 235.00 1.80 423.00 TK Taro Kusunose 140.00 7.20 1,008.00 TOTAL FOR SERVICES 9.00 $1,431.00 STATEMENT TOTAL: $ 1,431.00 Page 2 D D NCS 7 ;nn� 0 DAVID EVANS . .e; ASSOCIATES �:c. INVOICE: 112102 Job No. YELM0000-0007 Invoice Date: November 10,2002 Miles Sand and Gravel Crossing Permit To: Ms. Shelly Badger City Administrator City of Yelm P.O.Box 479 Yelm, WA 98597 Work Beginning 09/29/2002 through 11/02/2002 Manager: Charles E. Burnham Current Current Hours Rate Amount WBS 429—Crossing Permit Review Administrative Assistant Michael A. Speir 0.50 45.00 $ 22.50 Executive Administrator Renee K. Genett 1.00 75.00 75.00 Senior Engineer Charles E.Burnham 2.00 130.00 260.00 Subtotal WBS 429—Crossing Permit Review 3.50 $357.50 Invoice Total $357.50 Aged Receivables as of 11/02/2002 0 To 30 Days 31 To 60 Days 61 To 90 Days Over 90 Days Total Outstanding $ 357.50 0.00 0.00 0.00 $ 357.50 Thank you for your patronage. Please contact Charlie Burnham at (253) 922-9780 if you have any questions regarding this invoice. Terms: Invoice due and payable upon receipt. Interest at the rate of 1.5% per month will be charged on all amounts outstanding beyond 30 days of invoice date. A Pr ed foPayment: lL Date: ' Project: b0s; r % BARS #::IL44 L&LDO 00 CC % BARS # CEBI:cmbr 112102.INV/D#IOG/11/10/02 Please send a copy of this invoice with your payment. Trans Pacific Trade Center Building 3700 Pacific Hwy.East Suite 311 Tacoma Washington 98424 Telephone:253.922.9780 Facsimile:253.922.9781 (206)292-9988 91-1155124 LAW OFFICES BETTS, PATTERSON & MINES, P.S. ONE CONVENTION PLACE,SUITE 1400 701 PIKE STREET SEATTLE,WASHINGTON 98101-3927 APer ved for Payment: / Ms. Shelley Badger N_ Date�G-�(��< October 8,2002 City Administrator Project: T -- Client/Matter No. 5782.0001 City of Yelm —14Z—% BARS # ( �� Statement No.447488 105 Yelm Avenue West % BARS # P.O.Box 479 Yelm WA 98597 RE: City of Yelm-Purchase of BNSF Branch For PROFESSIONAL SERVICES rendered through September 30,2002: TIME DATE KEEPER HOURS DESCRIPTION AMOUNT 09/30/02 TK 0.40 Draft and transmit e-mail to C. Burnham regarding Miles 56.00 crossing issues and documents. Draft and prepare documents required for the crossing agreement. PROFESSIONAL SERVICES: $ 56.00 SERVICES SUMMARY TIME KEEPER NAME RATE HOLJ_RS AMOUNT TK Taro Kusunose 140.00 0.40 56.00 TOTAL FOR SERVICES .40 $56.00 STATEMENT TOTAL: $ 56.00 Betts Patterson Mines A T T O R N E Y S Stephen L. Day eMail: sday®bpmlaw.com October 10, 2002 Nis. Shelley Badger City Administrator City of Yelm 105 Yelm Avenue West P.O. Box 479 Yelm, WA 98597 Re: City of Yelm—Purchase of BNSF Branch Dear Ms. Badger: Enclosed for your review is our invoice for costs and services rendered in the above-referenced matters. If they are satisfactory,we ask that you kindly place the invoices for payment in the ordinary course. Thank you for allowing Betts,Patterson&Mines to assist City of Yelm in this matter. 1 cerely, Stephen L. Day SLD:sm Enclosure One Convention Place Suite 1400.701 Pike Street Seattle WA.98101-3927 A Professional Service Corporation www.bpmlaw.com.206.292.9988.fax 206.343.7053 168585/101002 0952/57820001 (206)292-9988 91-1155124 LAW OFFICES BETTS, PATTERSON & MINES, P.S. ONE CONVENTION PLACE,SUITE 1400 701 PIKE STREET SEATTLE,WASHINGTON 98101-3927 Ap r vedor Payment: Ms. Shelley Badger Date: September 6,2002 City Administrator Pro y' Client/Matter No. 5782.0001 City of Yelm % BARS # D g tiD000 00 Statement No.446641 105 Yelm Avenue West % BARS # P.O. Box 479 Yelm WA 98597 RE: City of Yelm-Purchase of BNSF Branch For PROFESSIONAL SERVICES rendered through August 31,2002: TIME DATE KEEPER HOURS DESCRIPTION AMOUNT 07/30/02 TK 1.50 Review and analysis of documents received from S. 210.00 Badger concerning transfer of rail crossing license. Draft and transmit e-mail to S. Badger with analysis results. 08/30/02 SLD 0.30 Discuss Miles Crossing issues with T.Kusunose. 70.50 08/30/02 TK 1.40 Receive and review fax from S. Badger regarding Miles 196.00 Sand&Gravel crossing and overhead conveyor proposal. Receive and review e-mail from S. Badger regarding same. Draft and prepare language to be inserted in S. Badger letter to Miles,indicating City of Yelm's tentative support of the proposal. Transmit to S. Badger via e-mail with instructions. i PROFESSIONAL SERVICES: 476.50 SERVICES SUMMARY TIME KEEPER NAME RATE HOURS AMOUNT SLD Stephen Day 235.00 0.30 70.50 TK Taro Kusunose 140.00 2.90 406.00 T TIME TOTAL FOR SERVICES 3.20 $476.50 COSTS ADVANCED: 07/23/02 FAX 17704323635 6.00 TOTAL COSTS ADVANCED: $ 6.00 STATEMENT TOTAL: $ 482.50 Page 2 Betts Patterson Mines A T T O R N E Y S Stephen L. Day Wad: sday®bpmlaw.com September 9, 2002 Ms. Shelley Badger City Administrator City of Yelm 105 Yelm Avenue West P.O. Box 479 Yelm, WA 98597 Re: City of Yelm—Purchase of BNSF Branch Dear Ms. Badger: Enclosed for your review is our invoice for costs and services rendered in the above-referenced matters. If they are satisfactory,we ask that you kindly place the invoices for payment in the ordinary course. Thank you for allowing Betts, Patterson&Mine asst City of Yelm in this matter. Sinc ely, Stephen L. SLD:sm Enclosure One Convention Place Suite 1400•701 Pike Street Seattle WA•98101-3927 A Professional 109(LM&W807820001 www.bpmlaw.com .206.292.9988• fax206.343.7053 D D DAVID EVANS ANDASSOCIATES INC. Transmittal DATE: 7/2/02 TO: Ms. Shelly Badger City of Yelm P.O. Box 479 Yelm, WA 98597 - - FROM: _Charlie��Bumham en -evCopies to: 4��,vily') Project: Rails with Trails Yelm Ave. to Rhoton Road Project No.: Item Copies Date Description 1 2 7/2/02 Authorization for Professional Services. (v AS YOU REQUESTED r FOR YOUR APPROVAL (— RETURN REQUESTED r FOR YOUR INFORMATION r FOR YOUR REVIEW (— RECORDS MANAGEMENT r FOR YOUR USE COMMENTS: Please sign, initial, and date both copies of the agreement where indicated and return them to our office for final signatures. A fully executed copy will be returned to you for your files. I look forward to working with you on another project! 3700 Pacific Hwy.East,Suite 311 Tacoma,WA 98424 Phone:(253)922-9780 Facsimile:(253)922-9781 VOOZ/6 j/£ -6wssoJo ldbJAto lu9wu6!leaJ pasodoJd gl!m alou aaS -se6uego gl!m„y l!q!gx3„ s! pagoe:Ry :AIlags 6uwwon pooh Wb' Lb:6 b00Z 'S0 goJeW 'Aep!Jd :lugs wem*wla ,!o gkjlaqs :ol naapnJ�Ja� :woj3 -----a6essan leu!6up ----- snTnn•u X-to'r q-XIjaus SM-8St,-09£ L6986 FSM `UJTak `6LP X0g 'O'd .101'elistutuzpd XJID WpA .ia,L3Peg XTjauS fill a s 'Squinu •uopnaol cnau siz 6uzpnlauz 'aofiaauoa azll of painlaa slandutz lnjuautuoautua asaaapn ou aan aaaill Ivili aansua of paau Isn'aM •lnzaajnuc mlifo fidoa n auz lznut nofi pinoa 'osfj •paaapzsuoa pun ucnozls aofiaauoa lnualnuz pnaq taao agjfo uozinaol rnau aqj snrn 'fijunoa aaaaW of (fiq paaoaddn snrn pun)paluasaad nofi 1nzll uozjvuazunaop 6uzjjzumad/lnjuaucuo.czaua anofi uz 'osIV •6uzssoaO alaulaa 6uzlszxa agJfO uozJnaol OW uo alou n ppn QATV filuo 6uzsso.13 aoiaauoa pnazlaaao ally of ;)I fzaads sz 6uzssoaa a au pasodoad azlj Inzlj sajnjs jnzl-1 ajou n ppn nofi pinoa 'fiaaal- uo!le:)olaJ bu!sson JoAanuoD :ab ::pargnS neapnJl/uJar :ol Wb 617:OT bOOZ STT g:)JeW lAepsJngl :;uaS [sn•em-wlaA-p@gAllags:oll!ew] Jabpeg AllagS :uaoa:l ..................... ........................ ......... ......... ........... _ ......- ___ ........ ... ......... ......... . _ - fujar paau lg6!w nog(legl JaglJnl 6u!glAue s! aJagl l! mOuN aw lal aseald 'AIlagS nog( i uegl 'AeM to lg6u ld2i,l aql woJl/benne pue gel s! 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Jerry 3/19/2004 Page IofI Shelly Badger From: "Charles Burnham" <Ceb@deainc.com> To: <shellyb@ci.yelm.wa.us> Sent: Monday, March 08, 2004 2:46 PM Subject: Re: Fw: Shelly, I think that the revised crossing location should be noted as specific to the overhead conveyor crossing only. The grade crossing will remain in its pesent location. There should be no impacts to the city's rail R/W since the towers for the conveyor are to be on Miles property. Besides, MIles is supposed to take care of all of the environmental documentation for the project. Perhaps they could provide you with the information that they submitted to the county and/or the state. Charlie B. >>> "Shelly Badger" <shellybkci.yelm.wa.us>03/08/04 12:08PM>>> Charlie, attached is the exhibit I received from Jerry. Could you please take a look at it and see if I need to ask for anything else. My only concern is if the change of location,has any environmental impacts. Could you look into this and give me your input. Thanks, Shelly Shelly Badger Yelm City Administrator P.O. Box 479, Yelm, WA 98597 360-458-8405 shellybnacci.yelm.wa.us -----Original Message----- From: Jerry Trudeau To: shellybnci.yelm.wa.us Sent: Friday, March 05,2004 9:47 AM Good Morning Shelly: Attached is "Exhibit A" with changes. See note with proposed realignment of YRPL crossing. If you have any questions or concerns,please call. Jerry 3/11/2004 Page IofI Shelly Badger From: "Jerry Trudeau" <jerryt@gravelpits.com> To: <shellyb@ci.yelm.wa.us> Sent: Friday, March 05, 2004 9:47 AM Attach: 6326584882.PD F Good Morning Shelly: Attached is "Exhibit A"with changes. See note with proposed realignment of YRPL crossing. If you have any questions or concerns, please call. Jerry 3/8/2004 I_ l 111 I 1 4d..o nRuwO 4e�+�.!! � - - 1 ��--� -'t'�LLti��Gvu{9W_ 1�i• +��5•-.•r_.+ 1�•1•� . -__:� i�.5.ti.'�,�r��q�w�• - - I r �,��\/�J -��_ �� --e •T� _ t l.p.. 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'-�� _ � err �� %��</•_�''�.t'` _—:"-rr_` , i��i 51 y:•r^:�..^=�.[-' �_ `'-�-_,:-;�ti.. - � 1i -•C�,.`�'.. `�'/� ss:' = w c I(Y, .:"r—`*� "��• � - :2'iR• .♦ xY'��.,-' ~s' t ,�-0.9— _ J '<: eY�n�\/ r iuwnt wn ar' ,: �•• _ � .n' �� a '�` sa t",' u a •'��^=� _ •ti._', •.T-'t..;i.� r h�� wr�a,•ai;s� �. ^ �`• ..' ��l-+M'Y_ J�.r -( '' 1� a r Ai '��'£7 �J \` r S: •'Y� � � '�� s 1 ,� F l-'rf• r • r `�:1Af�/ O w¢<g r�' .�• ,� .>•�' _ , _y:`, r•sx'' 1 •i i� .- ��' pr(< _ .. esamo xam+.xn o rvl:az�o.>�®v r.c+..xv,m n xwm .,smu>s .ra mm j - _t tt,�� T ��-,._-w..._- ��__ �-� mm n:zm a oti ermmw,of sv>,>ma aec o www x®rr ami a s,➢.Iw.. -+c7' x mn >owa wamaa aam. met��v tcva�,taco rvmm+s air u Y,. ';•"_--c4`?>--� _ _ �Y1 - max. nab.�rmm�.s raa al>+w�o.aoasa m' .�:. f • '':-1-,�1V` ..r •i-,,:.G _ .1: •w�:a. sum mo:• Q ._ � i, z�.:n�1GC$� ; 1.Y�A/ / a°v.�mw' v�mow^+��,e��•.nv-Q.,�uw n arr uo �.r_�--1 Page 1 of 3 Shelly Badger From: "Shelly Badger" <shellyb@ci.yelm.wa.us> To: "Jerry Trudeau" <jerryt@gravelpits.com> Sent: Wednesday, March 03, 2004 5:39 PM Subject: Fw: Fw: YRPL RR CROSSING WITH AGGREGATE CONVEYOR Jerry, my apologies for notforwarding this information to you as soon as I received it. No excuses other than I have been out of the office alot and we moved our offices to a temporary location and I got a little "scattered"! I did forward your request and a copy of our crossing agreement onto Charlie for his input, which he has provided below. If you could submit a revised "Exhibit A"to show the new location, then we can review it to ensure no adverse impacts and I can prepare an amendment to the agreement. Please show on the revised "Exhibit A"any other areas that may be affected by moving the location to the north, such as property lines, designated wetlands, etc. I will need to check with our attorney to see ifI need to run the amendment through our City Council for approval. Thanks, Shelly Shelly Badger Yelm City Administrator P.O. Box 479, Yelm, WA 98597 360-458-8405 shellybaci.yelm.wa.us ----- Original Message----- From: Charles Burnham To: shell b(&ci. elm.wa.us Sent: Monday, February 16, 2004 3:55 PM Subject: Re: Fw: YRPL RR CROSSING WITH AGGREGATE CONVEYOR Shelly, After looking at the agreement, I think that it should be changed to reflect the revised overcrossing location. The rest of it appears to be fine, but then I'm not an attorney! In the third "whereas" paragraph, I believe the following language will work: '...; and 2)to construct and to utilize an enclosed overhead conveyor-belt overcrossing structure (Overcrossing) at a location approximately 1,740 feet north of the railroad trestle over Murray Creek to transport..." The change is shown in italics. Since the definitions include the overcrossing under the crossing definition, I do not see any other changes I recommend. I would also change Exhibit A to reflect the revised overcrossing location. Cahrlie B. >>> "Shelly Badger" <shellyb@ci.yelm.wa.us> 02/16/04 03:06PM >>> Charlie, take a quick look at the attached agreement (I missed it the first time, oops!) and let me know if your input below remains the same. Thanks for the prompt response! Shelly Shelly Badger Yelm City Administrator P.O. Box 479, Yelm, WA 98597 3/4/2004 Page 2 of 3 360-4858-8405 shellytg-yelmtel.com -----Original Message ----- From: Charles Burnham To: sheIIyb@ci.)teIm.wa.us Sent: Monday, February 16, 2004 3:00 PM Subject: Re: Fw: YRPL RR CROSSING WITH AGGREGATE CONVEYOR Shelly, I did not receive your attachment, but as far as Miles moving the proposed conveyor overcrossing, I do not believe that there should be any concerns. They should still abide by the technical requirements of the agreement regarding type of construction, clearances, etc. as well as all other conditions of the agreement. I think that the agreement can simply be updated to reflect the change in location of the crossing. Perhaps with a letter that can be attached to the agreement. It would be good for Miles to provide a revised exhibit showing the new location. Charlie >>> "Shelly Badger" <shellyb@ci.yelm.wa.us> 02/16/04 01:21 PM >>> Charlie, any comments regarding this change? Do we need to ask for anything prior to authorizing it? 1 am attaching the final version of the RR crossing agreement between Miles and the City in case you need to take a look at it. 1AA me know if you need anything else. Thanks! Shelly Shelly Badger Yelm City Administrator P.O. Box 479, Yelm, WA 98597 360-458-8405 shelly(&yelmtel.com ----- Original Message ----- From: Jerry Trudeau To: 'Shelly BadgeC Sent: Monday, February 16, 2004 10:54 AM Subject: YRPL RR CROSSING WITH AGGREGATE CONVEYOR Hello Shelly: How are things with you and the City of Yelm? I'm certain that you are managing to keep everything rolling. We have begun to layout and build our material conveyor that will run from the "SW Bench"to our aggregate processing plant. This is the conveyor the City agreed to allow us to use to cross the YRPL tracks. Our original proposed alignment called for the crossing to be"located approximately 714 feet north of the railroad trestle over Murray Creek". Upon further study, we have determined a much more advantageous crossing for the conveyor at approximately 1740 feet north of the railroad trestle over Murray Creek. We will continue to use the existing vehicle crossing located at approximately 714 feet north of the railroad trestle, but we would like permission to locate the conveyor crossing at 1740 feet north of the railroad trestle. We see no possible adverse impact of this realignment, but wanted you to be aware of our proposed change and receive your input before building the crossing. Thank you for your attention to this matter, and I look forward to hearing from you soon. Jerry Trudeau Miles Sand and Gravel Company 253-833-3705 ext 429 jerrytCcbg ravelpits.com 3/4/2004 Page 1 of 2 Shelly Badger From: "Charles Burnham" <Ceb@deainc.com> To: <shellyb@ci.yelm.wa.us> Sent: Monday, February 16, 2004 3:55 PM Subject: Re: Fw: YRPL RR CROSSING WITH AGGREGATE CONVEYOR Shelly, After looking at the agreement, I think that it should be changed to reflect the revised overcrossing location. The rest of it appears to be fine, but then I'm not an attorney! In the third "whereas" paragraph, I believe the following language will work: ..; and 2)to construct and to utilize an enclosed overhead conveyor-belt overcrossing structure (overcrossing) at a location approximately 1,740 feet north of the railroad trestle over Murray Creek to transport..." The change is shown in italics. Since the definitions include the overcrossing under the crossing definition, I do not see any other changes I recommend. I would also change Exhibit A to reflect the revised overcrossing location. Cahrlie B. >>> "Shelly Badger" <shellyb@ci.yelm.wa.us> 02/16/04 03:06PM >>> Charlie, take a quick look at the attached agreement (I missed it the first time, oops!) and let me know if your input below remains the same. Thanks for the prompt response! Shelly Shelly Badger Yelm City Administrator P.O. Box 479, Yelm, WA 98597 360-458-8405 shelly(gbyelmtel.com -----Original Message ----- From: Charles Burnham To: shell b ci._yelm.wa.us Sent: Monday, February 16, 2004 3:00 PM Subject: Re: Fw: YRPL RR CROSSING WITH AGGREGATE CONVEYOR Shelly, I did not receive your attachment, but as far as Miles moving the proposed conveyor overcrossing, I do not believe that there should be any concerns. They should still abide by the technical requirements of the agreement regarding type of construction, clearances, etc. as well as all other conditions of the agreement. I think that the agreement can simply be updated to reflect the change in location of the crossing. Perhaps with a letter that can be attached to the agreement. It would be good for Miles to provide a revised exhibit showing the new location. Charlie >>> "Shelly Badger" <shellyb@ci.yelm.wa.us> 02/16/04 01:21 PM >>> Charlie, any comments regarding this change? Do we need to ask for anything prior to authorizing it? I am attaching the final version of the RR crossing agreement between Miles and the City in case you need to take a look at it. I,et me know if you need anything else. Thanks! Shelly Shelly Badger Yelm City Administrator 2/27/2004 Page 2 of 2 • P.O. Box 479, Yelm, WA 98597 360-458-8405 shelly@-yelintel.com ----- Original Message----- From: JerrT-Trudeau To: 'Shelly Badger Sent: Monday, February 16, 2004 10:54 AM Subject: YRPL RR CROSSING WITH AGGREGATE CONVEYOR Hello Shelly: How are things with you and the City of Yelm? I'm certain that you are managing to keep everything rolling. We have begun to layout and build our material conveyor that will run from the "SW Bench"to our aggregate processing plant. This is the conveyor the City agreed to allow us to use to cross the YRPL tracks. Our original proposed alignment called for the crossing to be"located approximately 714 feet north of the railroad trestle over Murray Creek". Upon further study, we have determined a much more advantageous crossing for the conveyor at approximately 1740 feet north of the railroad trestle over Murray Creek. We will continue to use the existing vehicle crossing located at approximately 714 feet north of the railroad trestle, but we would like permission to locate the conveyor crossing at 1740 feet north of the railroad trestle. We see no possible adverse impact of this realignment, but wanted you to be aware of our proposed change and receive your input before building the crossing. Thank you for your attention to this matter, and I look forward to hearing from you soon. Jerr-Trudeau Miles Sand and Gravel Company 253-833-3705 ext 429 jerryt@gr_avelpits_.com 2/27/2004 aunaay mgnt as state ane reaerat au- vmciais saga threat indicators are Coast,said an official who"poke on ase wed'AT rockets Gravel pit fight a family affair f No one hurt:Attack ten `wake-up call'for soldier. BY MICHAEL GILBERT The News Tribune NEAR DULUIYAH,Iraq- +--_ las fired about a dozen rockets i Stryker base camp early Sunday,I s time the camp has been attacke the brigade began arriving 2Y,we, I �. The 107 mm sk. rockets struck no IS Attacks me closer than 400 soldiers belie v - 1 yards to any occu- in Strykers.A pied structure,and no one was in. ■Saddam lo, jured. blamed for p, But the 12:30 tank sabotag y a.m. attack sent sleeping soldiers hustling for the, 'Yvt + • bunkers outside their tents. Iraqi insurgents regularly mors: U.S.bases in this region;many the Stryker camp have been sayin only a matter of time before they near them. ;•..,r:' `:��'r. _ "That was a wake-up call for these guys last night,that's for sur 1st Sgt.Gene O'Day of the brigad, quarters company. _ The brigade's counter-batten _ identified a point about 2%miles s the camp from where the rocker fired.A battery from the 1st Ba 37th Field Artillery responde 155 n m howitzer fire,which app sent the attackers fleeing. Capt.Vincent Bellisario,the he; Please see 4 U.S. soldier i; c J'3S e+BRUCE NELLMAN I TME NEWS TRIBUNE �• Murray Helzer,5 months old,and his mother,Mary Helzer,join other family members near Murray Creek,the baby's namesake.In the background are,from left, Time magazi Murray's dad,Warren,and siblings Ames and Myla;Robert Glauner;and Stuart Heizer.They are fighting expansion of a nearby gravel pit to protect Murray Creek. Person of Yet- Cousins take on a Goliath Top newsmakers:Troop glorified,but not presider BY SARA KUGLER Miles says its mining Walt Miles,the company presi- The Associated Press dent,said the gravel company has operation compliescomplied with regulatory require- NEW YORK-The American: uq TTyypp menta. who bears the duty of"living w .➢l�UOp. - "I'm sure they would like us to dying for a country's most fateft with all requirements 9X lib• : I leave,but we're not going to,"Miles Bions"was named Sunday aa7lmt Ot MTr said. zinc's Person of the Year. BY SUSAN GORDON eo. "This thing has been highly scru- The choice represents the 1.4 ws The No" eTribune I nized;'he added."If there really men and women who make up t was something was wrong with this military,which led the invasion Most people don't have what it — mine we probably wouldn't be min- nine months ago and a week al takes to pick a fight with the own. 4 -- Ing there right now." tured deposed leader Saddam Hu ers of one of Pierce County's Still,Glauner and Helzer have About 130,000 U.S.troops rer largest gravel pits allies.A Seattle lawyer is represent- Iraq, with others deployt Don't tell that to Robert ing them for free,and the Nisqually Afghanistan, South Korea an, Glauner and his cousin,Warren A Miles Sand&Gravel truck pulls Into the gravel pit near Roy on Friday.As Tribe and the Tahoma Audubon So- where. Helzer,who own land near Miles many as 50 trucks an hour roll in and out of the mining operation. ciety also want the government to The troops were singled out as Sand&Gravel Co.'s 460-acre mine hold the company accountable for newsmakers of the year becaw south of Roy. ten,with cwmplaints.They say Miles If the cousins had their way,the alleged wrongdoings very messy aftermath of the war I Since 1998,Glauner and Helzer disregards operating requirements mine would close. "Eventually, Gravel companies frequently clear that the mission had chang, have dogged government regula- and threatens the adjacent creek,' we're going to get flooded out," the mission had not been complet tors,and anyone else who would lis- nearby lands fish and wildlife. Glauner said. Please see Gravel pit,back page Please see SO1011 r,G SUNDAY Compared � Operator runs massive crane with precision, skill TODAY Floating crane Tom Hall talks albout whaatitsslk, his little glass box. TUESDAY Ironworker Todd Raising Narrows: BY ROB CARSON ONE BRIDGE, MANY HANDS seems a happy accident,like sinking shows where bridge building,music The News Tribune Second ofseven parts one-banded jumper from 50 feet on a intersect. Machine basketball court. WEDNESDAY How tugboat captain Kent Thirty-two years of operating cranes With hands and feet dancing over the How many times out of 10 can he do Lowe negotiates the Narrows. moves tons has finely tuned Tom Hall's depth per- controls,he drops the cable dangling that? THURSDAY Laborer Adrianne Moore is ception. from the end of the boom into the exact "Ten;'he says,without hesitation. a woman in a mostly male profession. of concrete From his glass box 44 feet above the center of a hoisting loop on an adjacent Hall,54, runs a floating crane an- FRIDAY To quality control engineer Rick Tacoma Narrows,he swivels the crane on barge. chored next to the west caisson of the Shekell,just good isn't good enough. and rebar its turret and simultaneously adjusts the The target is only about 18 inches wide SATURDAY In his New York office,bridge designer Ice viola has tilt of the boom,165 feet above him. and,to a first-time observer,his direct hit Please see Operator,hack pap Tacoma Narrows on his mind. INDEX Business B6 Lottery B2 IN SOUNDLIFE T?'rrt WEATHER I C12 Adeaf SpinimnyLake Higl 121st year,Issue No.253 Classified ES Obituanes 54 Advice D9 Movie times D2 t Sunshine to start,with I I I I I VIII II II I "ed�sa�IaUS 44 pages,5 sections Crossword E5 Opinion 85 Comics D30 Take Time D9 evening clouds. 0200 3 The News Tribune Legal notices E6 Sports CS Crossword D9 Television De Higi today:54 }Or deaf Chlldrell www.tribnetcom Local news 61 Hot Dates DZ Low tonight:40 b 0424011111 5 SOH SOL Hall was down in the hole with a shov- besides the ntuney,Hall said,"l drou t r . el;his stepfather up top with a backhoe. know what I wanted to do.Then I got a " was.1 heard about that bridge in New It suddenly dawned on him,he said,that letter from Richard Milhous Nixon." Jersey." he'd be a lot better off out of the hole. It was a draft notice,and in 1969 Hall The fact that it's a suspension bridge is .The backhoe was a 586 Case,now an found himself in the Army.In basic train- what makes it so appealing,he said.He antique.He asked his dad to let him run ing he aced the mechanical aptitude test appreciates the mechanicd of it. It's a it,ind his dad told him to go ahead. and ended up as a.crew chief on a mede- Sitting in his crane cab 44 feet above the water,Hall checks a tide Chart for the complex project,but essentially very sim- -Hall climbed up onto the seat and says vac helicopter,dodging bullets in Viet- direction and strength of the current,The western caisson is In the background. pie—the towers support the cables,the he felt a thrill of power that still comes nam. roadway hangs from the cables over him every time he settles in at the When he was discharged in 1971 he had never done. cranes ever since. "It looks fantastic,and you can figure controls of a big machine. decided to stay with a buddy in Seattle Undaunted, Hall said, "Put me up •He helped build the West Seattle it out,"he said."It's a beautiful,man- 7Some people are born to be opera- instead of going home to New Jersey.To there and take a look at me.You need to Bridge,helped clean up the 1989 Exxon made object." tois,"he said."I just have that ability and find work,he went door to door in Seat- give me a chance." Valdez oil spill and has put in docks all sk4.You feel it—being part of the equip- tle's industrial area. "I got up there and ran it just like I'd over Puget Sound,including McNeil Is- Rob Carson 253.597-8693 mcpt.You can feel it in your hands when At Stack Steel,they needed someone been running it every day for 10 years" land,Bremerton,Keyport and Edmonds rohcarson®mailtribnetcom ye$get on it,and you can feel it in the to run an overhead crane,something he Hall got the job and has been on "Pile driving.is kind•of my forte,"he r- - -r- Gravel pit The Miles mine is about two miles For information them." He resents the implication that Miles south of Roy on Highway 507.The com- ■Copies of the Miles Sand&Gravel Co. George Walter,the Nisqually Tribe's is"trying to skate by,"especially since the pany began doing business there in 1990. supplemental environmental Impact statement environmental program supervisor,com- project has been reviewed by multiple Continued from Al It's a busy place.As many as 50 trucks are available at Pierce County Library branches pared the long-running dispute to the government agencies,including the state an hour roll in and out of the gate,most and at the Pierce County Planning and Land story of David and Goliath. departments of Fish and Wildlife,Natur- face property owner protests when plat- hauling trailers and carrying up to 35 Services Department,2401 S.35th St., al Resources and Ecology. ing:a new mine.The permit process is tons of sand and gravel. Every year, Room 175,Tacoma.The deadline for written Multiple permit violations complicated and expensive. Even so, Miles digs 700,000 tons of sand and rocks comments is Jan.6.For more information,call In 1989 Pierce County issued Miles a Strained relations Miles said the neighbors'opposition dif- from the pit. Adonais Clark at 2537987165. land use permit for the Roy mine. At times,relations between the Mur- firs from anything his company has pre- Miles welts to expand Among other things,the permit does not ray Creek Group and government regu- viously encountered. allow the gravel company to spill excess lators have been hostile. ";they've been very persistent," he The Murray Creek Group's beef with Glauner and Helzer got help from en- pit water. Several years ago,a state Ecology De- said. Miles Sand&Gravel Co.is rooted in an vironmental lawyer Paul Beveridge,a In 1999,Pierce County hearing exam- partment manager hung up on a Murray accident.In late 1996 or early 1997—the partner in the big Seattle firm of Heller iner Stephen Causseaux reprimanded Creek Group member after he used foul qfame fight date is uncertain—a slope on the south Ehrman White&McAuliffe.Beveridge, Miles for multiple violations of that per- and threatening language, said Sandy Miles Sand&Gravel Co.is the largest side of the mine collapsed.The landslide who was a law student when he met War- mit and restricted excavation until new Howard,a departmept spokeswoman. family-owned sand and gravel company in carried tons of rocks and dirt into the ren Helzer in New York City about 15 hydrological studies were done. Face-to-face meetings also have been dif- Washington and operates in nine Western wetland below.Dirty pit water flooded years ago,agreed to take the case for Causseaux required Miles to remove ficult. Washington counties At.the Roy mine the area. free. culverts the company had installed to "When I walk in,it's like they stepped alone,annual payroll is$2.5 million. The Murray Creek Group blamed "I have a lot of respect for them,"Bev- channel water.The hearing examiner in something nasty on their shoe," .:Heizer and Glauner are self-employed Miles Miles blamed Mother Nature. eridge said of his clients"They are not- also told the company to amend its envi- Glauner said. carpenters who inherited land near the County and state officials investigated, people of means They have spent hun- ronmental impact statement to reflect Sam Yekalam,a Pierce County plan- pit They are the vocal leaders of an ex- and eventually Miles was forced to make dreds of hours working on this.If they operational changes ner,has monitored the Roy pit for sever- tegded family of pioneer descendants amends The company cleaned up the don't defend this creek,no one else will." The required supplemental environ- al years He said it's never fun meeting vipo banded together to battle the mine. mess a couple of months ago. Representatives of the Nisqually Tribe mental report was in the works but un- with members of the Murray Creek They call themselves the Murray But government oversight has never ,and the Tahoma Audubon Society have finished when Causseaux decided in June Group,but believes the group's concerns Greek Group after the small Nisqually satisfied Glauner and Warren Helzer, urged Pierce County officials to hold to allow Miles to expand are legitimate. River tributary where runs of chum and who fear worse calamities.They asked a Miles to its original commitment to pro- In November,Pierce County planners "That's why they were so boisterous," c6ho salmon swim. Pierce County Superior Court judge to teat Murray Creek. But the tribe and released a draft report that states the he said. Seen from the air,Murray Creek joins overturn a Pierce County hearing exam- Audubon haven't forced the issue in gravel mine will not significantly harm Glauner doesn't temper his words At the Nisqually River at one of the river's iner decision in June that allowed Miles court. the environment. a March land-use hearing,Glauner said picturesque,wooded elbows.The creek to began digging a new section of the pit. "I hold their coat and hand them In their court appeal, Glauner and Miles obtained its 1989 permit by fraud. flows through the mine site—a logged- Miles claimed its 1989 permit allows rocks," Kirk Kirkland, an Audubon Helzer said that Causseaux should have As an example,he said Miles promised off plateau—then drops down into a wet- the expansion. . spokesman,said of Glauner and Helzer. withheld Miles' permission to expand to haul sand and gravel from Roy by rail, land before it meets the river. Superior Court Judge Vicki Hogan "I think there's an injustice that's been until the supplemental environmental re- but never did. Instead, the company But for the nearby gravel pit, this sided with Miles earlier this month. done." port is finished. trucks everything. would be a quiet hideaway.Few live close The Murray Creek Group is still decid- Kirkland applauds the Murray Creek The pair's lawyer,Beveridge,said the' Walt Miles said the company intended by_except for Helzer and his brother,Stu- ing whether to appeal to a higher court. Group's persistence."Lots of times when process is a whitewash. to use rail,but that didn't turn out to be art,who inherited acreage and built their "We're not sure what we're going to a mine gets a permit like this,people give Walt Miles said he is offended by that practical. log homes there. Glauner inherited a do now,"Warren Helzer said last week. up because they're burned out by the description."There's been a tremendous smaller,undeveloped parcel on the river, "The judge really didn't have an under- process But they've had to stay involved amount of work been done,studying the Susan Gordon:253.597.8756 but lives in Tacoma. standing of the complexities of the case." because the pit is there looming above hydrology,"he said. susan.gordon@mailrribnet.com COMING UP Page 1 of 3 Shelly Badger From: "Shelly Badger" <shelly@yelmtel.com> To: "Jerry Trudeau" <jerryt@gravelpits.com> Cc: "Tim Peterson" <tpeterson@ywave.com> Sent: Wednesday, November 26, 2003 11:24 AM Subject: Re: MILES' ROY PIT SECURITY Jerry, I had a chance to connect with Tim and as long as we have a key to the gate, the City is fine with Miles Sand and Gravel installing a security fence and gate across the tracks at Murray Creek, until such time as the Yelm-Roy Prairie Line becomes active. You can connect directly with Tim Peterson, Public Works Director when the gate is installed to get him the key. His phone number is 458-8499 or e-mail eterson@ywave.com. Have a Happy Thanksgiving! Shelly Shelly Badger Yelm City Administrator P.O. Box 479, Yelm, WA 98597 360-458-8405 shellywelmtel.com ----- Original Message----- From: Jerry Trudeau To: 'Shelly Badger' Sent: Friday, November 21, 2003 6:32 AM Subject: RE: MILES' ROY PIT SECURITY Good Morning Shelly: We would be more than happy to install a locked gate and give you a key. Thanks, Jerry -----Original Message----- From: Shelly Badger [mailto:shelly@yelmtel.com] Sent: Thursday, November 20, 2003 9:18 AM To: Jerry Trudeau Subject: Re: MILES' ROY PIT SECURITY Jerry, one item that I have spoken with our Public Works Director about is purchasing a hi-rail car/truck so as the PW Dpt has the ability to monitor the tracks more closely. We are having similar problems in that people are dumping on the city ROW and if we could more easily "drive" the line from Yelm-Roy versus the current method of"walling" the line, we could better monitor/enforce what is going on. This is something we need to do prior to getting the rail line up and 11/26/2003 Page 2 of 3 operational. Also, as we begin (hopefully in the near future) to have people expressing interest, there is a need to be able to get from Yelm-Roy to check the condition of the tracks, etc. With that said, my concern is that we would be blocked off from Roy at the creek. Would there be a gate on the fence (where we could have a key?) so as we could get thru? Thanks, Shelly Shelly Badger Yelm City Administrator P.O. Box 479, Yelm, WA 98597 360-458-8405 shell a) elmtel.com ----- Original Message ----- From: Jerry Trudeau To: 'Shelly Badger' Sent: Wednesday, November 19, 2003 5:50 AM Subject: RE: MILES' ROY PIT SECURITY Good Morning Shelly: Nice to hear from you also. We would want to put the fence across the tracks to keep people from walking down the tracks. At such time as the City begins to use the tracks, we would remove the fence. Thanks for your interest. Jerry -----Original Message----- From: Shelly Badger [mailto:shelly@yelmtel.com] Sent: Monday, November 17, 2003 9:31 AM To: Jerry Trudeau Subject: Re: MILES' ROY PIT SECURITY Hello Jerry, good to hear from you. Not being overly familiar with the Murray Creek area, I have a question......would the cyclone run adjacent to the tracks or across the tracks? Shelly Shelly Badger Yelm City Administrator P.O. Box 479, Yelm, WA 98597 360-458-8405 11/26/2003 Page 3 of 3 shelly-na yelmtel.com ----- Original Message ----- From: Jerry Trudeau To: 'Shelly Badger Sent: Friday, November 14, 2003 10:07 AM Subject: MILES' ROY PIT SECURITY Good Morning Shelly: How are things at the City of Yelm? Hope all is well with you. We have an ongoing situation at our Roy pit in dealing with trespassers and theft. Would the city consider allowing us to erect a cyclone fence on the tracks on the trestle over Murray Creek? Most of the traffic we are aware of all comes from the south along the rail line. Needless to say, we would remove the fence at such time as needed by active railroading. Thank you for taking the time to consider our request. I look forward to hearing from you. Jerry Trudeau r Miles Sand and Gravel Company 253-833-3705 ext 429 jerW(cbgravelpits.com 11/26/2003 Page 1 of 2 Shelly Badger From: "Shelly Badger" <shelly@yelmtel.com> To: "Jerry Trudeau" <jerryt@g rave Ipits.com> Sent: Wednesday, May 28, 2003 7:04 PM Subject: Re: Status of contract/water rights ? Jerry, I agree with you completely, the agreement for the crossing is between two friendly parties. As "newbys" to the railroad business, it has been necessary to bring in legal counsel and other professionals to assist and with that comes increased complexity to cover all the bases. In no way were the details in the agreement intended to slight the good faith efforts of Miles, it is purely an agreement designed to protect the City and a future operator from any issues that "could" arise from not only the existing crossing but the overcrossing and to clearly spell out who is responsible for what. I wish you and Miles a prompt answer on your permit, I know that you work long and hard for those "pieces of paper" that mean so much for the future of the facility. Keep me posted and we will process the invoice at that time. Also, are you comfortable answering my questions regarding water rights. I need to respond to these folks with something factual, because they believe that the City's water rights issue is simple as getting them from you! And I don't even know if you have any to talk about?! Thanks, Shelly Shelly Badger Yelm City Administrator P.O. Box 479, Yelm, WA 98597 360-458-8405 shellyLwyelmtel.com - Original Message----- From: Jerry Trudeau To: 'Shelly Badger' Sent: Wednesday, May 28, 2003 3:51 PM Subject: RE: Status of contract/water rights ? Hi Shelly: We are still awaiting the outcome of the Hearing Examiners decision. We expect to hear any day now, but we have had those same expectations for about 10 months. Regarding costs already incurred by the City, I expressed to you once before my concerns that the City was going way overboard for a simple crossing permit, between two friendly parties, for a crossing that has existed for many years. Miles has always been an advocate of the YRPL, and we still are interested in doing all that we can to provide an easement for a connection between the YRPL and the Tacoma Mountain Rail Line. I guess you could say that our good faith efforts make us wonder why the City of Yelm felt so compelled to develop such a complex contract. 5/28/2003 Page 2 of 2 I am not comfortable paying an invoice at this time. We are totally confident that we will prevail with our permit to mine the SW Bench, and we will be pleased to accept and pay your invoice at that time. Best regards, Jerry Trudeau -----Original Message----- From: Shelly Badger [mailto:shelly@yelmtel.com] Sent: Monday, May 26, 2003 4:10 PM To: Jerry Trudeau Subject: Status of contract/water rights ? Jerry, Dana shared with me that you were waiting to sign the contract until you had a better feeling of the Pierce County permitting situation. The City has incurred just over $4,500 in costs associated with preparation of the agreement and I am preparing to invoice you for those costs. Are you comfortable paying these bills prior to signing of the contract? If not, can you give me a feel for when you might be able to sign. On another note, a couple of individuals have stated that Miles Sand & Gravel has excess water rights associated with the gravel mining operation. Is this correct? I know we briefly touched on this subject after our last rail meeting, however, if you are comfortable sharing this information, I would like to know facts. If you do have water rights, how many acre feet or gallons per minute are they for, how much of them are you using? As you know, the City is looking for water rights to transfer for the near-term future and we look into any "lead" that might be presented to us. Thanks! Shelly Shelly Badger Yelm City Administrator P.O. Box 479, Yelm, WA 98597 360-458-8405 shellyAyelmtel.com 5/28/2003 Page 1 of 1 Shelly Badger From: "Shelly Badger" <shelly@yelmtel.com> To: "Jerry Trudeau" <jerryt@gravelpits.com>; "Joe Williams" <willgrpjsw@aol.com> Cc: "Taro Kusunose" <tkusunose@bpmlaw.com>; "Charlie Burnham" <ceb@deainc.com> Sent: Thursday, March 13, 2003 8:58 AM Subject: Miles agreement Good morning. I wanted to let you know that the City Council did accept the agreement at last nite's Council meeting with the deletion of the shaded areas in Sections 2.6 and 4.4(a). Jerry, will be sending you 2 originals once we have them signed here to obtain your signature. Thanks, Shelly Shelly Badger Yelm City Administrator P.O. Box 479, Yelm, WA 98597 360-458-8405 shelly&yelmtel.com 3/13/2003 STAFFREPORT To: Mayor Rivas&Yehn City Councilmembers CC: Jerry Trudeau,Joe Williams From: Shelly Badger,Yelm City Administrat r t Date: March 5, 2003 (for March 12, 2003 City Council Mming) Re: City of Yelm/Miles Sand&Gravel Crossing Agreement Background: As part of the agenda packet for the February 26th City Council Meeting, the crossing agreement between the City of Yelm and Miles Sand & Gravel that was recommended by the Rail Advisory Committee was distributed. At the meeting, we tabled the action on the agreement to the March 12t" meeting to allow Miles Sand & Gravel time to complete their review. Current Situation: I received the attached agreement (on Wednesday, March 5th)from Jerry Trudeau with proposed changes. I have reviewed the changes and am comfortable with them. Changes are in Sections 2.6, 3.1(b), 3.2, 4.4(a), 11.1 and 11.3 and are in hi- lighted text. Prior to the Council Meeting on March 12th I will check with Steve Day (Betts, Patterson & Mines) to ensure the changes meet with legal approval. I am also sending the staff report that accompanied the agreement distributed for the February 26th Council Meeting that outlines the major components of the Agreement (I am not sending attachments to the agreement originally distributed, they have not changed). Recommendation: To approve the attached City of Yelm and Miles Sand & Gravel Crossing Agreement detailing the terms and conditions for construction of an overcrossing and private crossing road over the Yelm Roy Prairie Line. Page 1 of 16 Page 1 of 2 Shelly Badger From: "Taro Kusunose" <tkusunose@bpmlaw.com> To: "'Shelly Badger"' <shelly@yelmtel.com> Sent: Tuesday, March 11, 2003 11:06 AM Subject: RE: REVISED PRIVATE ROAD GRADE CROSSING AGREEMENT Notice: This is a confidential communication;it may also be privileged If you are not the intended recipient,please advise the sender at(206)268-8646 and then immediately delete this communication,including any attachments,without reading or disclosing its contents. Thank you. Miles' changes to 2.6 and 4.4(a) are unacceptable. Here is why: 1) 2.6: By law, we cannot give Miles the right to make cuts in trains. There is federal preemption on this issue. What the City and Miles agree to cannot disrupt train service. 2) 4.4(a): The environmental laws and regs. language that we later inserted is important. Because this "upgrade" amounts to a change in the crossing, we do need it to comport with all current applicable environmental laws. You pointed out that this might be critical language because the crossing is so close to Murray Creek; we agree. All of the other changes are really business decisions. To be frank, we feel that the City is giving up quite a bit (control over rates; locking in for 3 extended terms, etc.). If Miles' changes are nevertheless acceptable to the City, you might use the tactic of telling Miles that in exchange for the business terms the City is giving up, Miles drop the changes to 2.6 and 4.4 (a). Anyway, they MUST leave 2.6 alone anyhow.... Taro Taro Kusunose Attorney Betts,Patterson&Mines,P.S. Seattle,Washington USA (206)268-8646[direct-dial] For additional information,please visit: www.bpmlaw.com -----Original Message----- From: Shelly Badger[mailto:shelly@yehntel.com] Sent: Thursday, March 06,2003 8:16 AM To: Taro Kusunose Subject: Fw: REVISED PRIVATE ROAD GRADE CROSSING AGREEMENT Taro, attached is a revised agreement that Jerry sent to me. Could you take a quick look at his proposed changes and let me know if you are ok with them. They seemed operational and City in nature, vs. legal, but I wanted to double check as I know our City Council will want to know that you have had 1 final look at it before they approve. I have sent to them in their packets for the 3-12 Council meeting, Jerry's version, with a note that from a staff perspective, the changes seemed fine, but that I was having legal take a look at it. If you could let me know by Wed. 3-12 that would be great. Thanks, Shelly 3/11/2003 Page 2 of 2 Shelly Badger Yelm City Administrator P.O. Box 479, Yelm, WA 98597 360-458-8405 shellyLwyelmtel.com -----Original Message ----- From: Jerry Trudeau To: 'she llytcDyelmtel.com' Sent: Wednesday, March 05, 2003 9:52 AM Subject: REVISED PRIVATE ROAD GRADE CROSSING AGREEMENT «RAC AGREEMENT 3-05-03.DOC>> Hi Shelly: Attached please find the proposed agreement with suggested changes highlighted. You will find those changes in sections: 2.6, 3.1(b), 3.2, 4.4(a), 11.1 & 11.3. Hope this is helpful and agreeable. Please let me know. Jerry Trudeau 3/11/2003 CITY OF STAFF • To: Yelm City Councilmembers From: Shelly Badger, City Administrator CC: Mayor Rivas, Joe Williams(Rail Advisory Committee Chair), Jerry Trudeau(Miles Sand and Gravel Company) Date: February 18, 2003(for February 26, 2003 City Council Meeting) Re: Rail Advisory Committee recommendation related to Miles Sand &Gravel request for crossing of Yelm Roy Prairie Line ATTACHMENTS: 1. Private Road Grade Crossing and Overpass Agreement between City of Yelm and Miles Sand and Gravel Company 2. Attachment 1 —area map and photo of conveyer system BACKGROUND In November 2000, the City of Yelm acquired Burlington Northern Santa Fe's rail line and rail corridor ownership interests in its rail line segment between Yelm and Roy. Currently, Miles Sand and Gravel Company is in the process of obtaining the necessary permits thru Pierce County to begin mining on the west side of the railroad tracks. Historically, a vehicle crossing has been utilized to access the west side of the tracks. CURRENT SITUATION Miles Sand and Gravel Company has requested permission to upgrade the existing crossing to move equipment between the new proposed mining area on the west side of the tracks to the aggregate processing plant on the east side of the tracks. In addition, they would like to construct an enclosed overhead conveyer system (similar to the one that crosses Reservation Road used by Holroyd) to transport the material. To accomplish this, a Private Road Grade Crossing Agreement has been drafted by Betts, Patterson & Mines (the City's rail attorney) with input from Charlie Burnham, David Evans and Associates (the City's rail engineer). On February 3, 2003, the Rail Advisory Committee met to review the agreement. Their suggested changes have been incorporated into the attached draft by legal counsel as well as language requested by the Association of Washington Cities Risk Manager related to appropriate insurance requirements. With these changes, they recommended approval to the City Council (see Recommendation section below). AGREEMENT HIGHLIGHTS The following highlights the major components of the agreement: Page 2 of 16 a. Section 2.2 spells out the use limitations of the Crossing and Overcrossing. b. Section 3 — Fees, states the fees associated with the Crossing and Overcrossing to include: 1. Payment of costs for outside professional services associated with development of the agreement and review and approval and inspection of the Crossing and Overcrossing. 2. An annual License Fee of $50.00 to cover administrative costs associated with the License. 3. An annual Maintenance Fee of $500.00 to cover routine inspections of the Crossing and Overcrossing. c. Section 4 — states that the Crossing and Overcrossing will be designed, contructed and maintained at the cost of Miles Sand and Gravel. Also, the design and construction must be approved by the City's rail engineer (David Evans and Associates) prior to start of construction. This section also addresses specific design requirements such as vertical clearance of 23'6" to ensure adequate clearance for double-stack container cars on the tracks, placement of structural supports to accommodate possible future additional tracks and a recreational trail. d. Section 4.4(a) and 5.2 require that the location, construction and drainage related to the road crossing and overcrossing comply with any and all permitting requirements (including Pierce County permit requirements) and with all applicable environmental regulations related to floodplain/wetland laws associated with nearby Murray Creek. e. Section 7 states that at such time state or federal law shall require any gate, barricade, sign, flashing light signals and/or grade crossing warning device, that Miles would construct and maintain such crossing protection as a condition to keeping the Crossing in place. f. Section 11 states the term of the Agreement as a period of 5 years from the approval date with the option to extend for one additional 5-year period. g. Section 13, Insurance— Requires Miles to obtain a Railroad Protective Liability Insurance policy for the construction of the road crossing and overcrossing which names the City of Yelm as the "insured". RECOMMENDATION OF THE RAIL ADVISORY COMMITTEE The Rail Advisory Committee recommends that the Yelm City Council approve the attached Private Road Grade Crossing and Overcrossing Agreement between the City of Yelm and Miles Sand and Gravel Company to 1) upgrade the private road crossing in order to allow increased vehicular traffic, and in order to handle heavy equipment; and 2) to construct an overhead conveyer-belt overcrossing structure to transport material being extracted from the west side of the railroad tracks to Miles' aggregate processing plant located on the east side of the tracks. Page 3 of 16 PRIVATE ROAD GRADE CROSSING AND OVERPASS AGREEMENT THIS PRIVATE ROAD GRADE CROSSING AND OVERPASS AGREEMENT ("Agreement"), made as of this (the"Effective Date"), by and between the City of Yelm, a municipal corporation in the State of Washington, whose mailing address is 105 Yelm Avenue West, P.O. Box 479, Yelm, Washington 98597, hereinafter called"City,"party of the first part, and Miles Sand and Gravel Company, a Washington corporation whose mailing address is 1220 M Street SE, P.O. Box 130, Auburn, WA 98071, hereinafter called"Licensee,"party of the second part; WITNESSETH: WHEREAS, Licensee has utilized a private road crossing across The Burlington Northern and Santa Fe Railway Company(`BNSF")track, located approximately 714 feet north of the railroad trestle over Murray Creek, near the City of Roy, Washington (the"Private Road Crossing") since approximately 1989; AND WHEREAS, on or about November 16, 2000, City acquired BNSF's rail line and rail corridor ownership interests in its rail line segment between Milepost 20.99 in Roy, Washington, and Milepost 25.56 in Yelm, Washington; AND WHEREAS, Licensee now desires to: 1)upgrade the Private Road Crossing in order to allow increased vehicular traffic, and in order to handle heavy equipment; and 2)to construct and to utilize at said crossing, an enclosed overhead conveyor-belt overcrossing structure(the"Overcrossing")to transport material being extracted from the west side of the railroad tracks to Licensee's aggregate processing plant located on the east side of the tracks, as shown in the plans attached hereto as Exhibit "A"; NOW, THEREFORE, City, for and in consideration of the fee(s)to be paid by Licensee and of the covenants, terms, conditions and agreements herein to be kept and performed by Licensee, hereby grants to Licensee the right or license to upgrade the Private Road Crossing and to construct and to utilize the Overcrossing upon the terms and conditions herein. 1. DEFINITIONS: 1.1 The term"Licensee" herein shall mean Miles Sand and Gravel Company and any affiliated associations, partnerships, governmental bodies or individuals as the case may be. The term"Licensee"shall also include Licensees' agents, employees, servants, sublicensees and invitees. All words herein referring to Licensee shall be taken to be of such number and gender as the context may require. 1.2 The term"City"herein shall include all servants, agents or employees of the City of Yelm. Page 4 of 16 180435/030603 0806/57820003 1.3 The term"Crossing"herein shall include the Private Road Crossing with its track crossings, approaches, roadways, drainage facilities, warning devices, signals and wire lines, gates, barricades, signs, appliances and any ancillary facilities, and the Overcrossing. 1.4 The term"Overcrossing"herein shall refer to an enclosed overhead conveyor-belt overcrossing structure at the Crossing for the transportation of material being extracted on the west side of the railroad tracks to Licensee's aggregate processing plant located on the east side of said tracks. 1.5 The term"Maintenance"herein shall include keeping all vegetation within the area(s) outlined in red on the print attached hereto as Exhibit `B" and identified thereon as "Sight Clearance Area(s)" cut to a height not exceeding two feet (2') above ground level, and keeping said"Sight Clearance Area(s)" free of parked vehicles and other obstructions. 2. USE LIMITATIONS: 2.1 This license is subject to: (a) all encumbrances, conditions, covenants and easements applicable to City's title to or rights in the subject property; (b) any existing public utilities and other pipe or wireline facilities located in, on, over, under or across the Crossing; (c) all instruments, easements, agreements and rights therefor,recorded or not; and(d) compliance by Licensee with terms and conditions herein. 2.2 The Crossing shall be used by Licensee or its business invitees only 1) as a private road for the purpose of Licensee's vehicular or pedestrian access to/from Licensee's properties on either side of the Crossing, and for the purpose of moving equipment between Licensee's said properties all by means of the Private Road Crossing, and 2)to transport material excavated by Licensee on the west side of the railroad tracks to Licensee's aggregate processing plant on the east side of the railroad tracks by means of the Overcrossing. 2.3 This Agreement is a personal license to Licensee and Licensee will not allow any person(s) other than Licensee and its business invitees to use said Crossing without the prior written consent of City. 2.4 Licensee, at its sole cost and expense, shall erect and permanently maintain"PRIVATE ROAD-- RESTRICTED USE"sign(s) or other signs indicating the private nature and limited use of the Crossing, at location(s) adjacent to said Crossing designated by City. It shall also erect and permanently maintain, at its sole cost and expense, "STOP" signs on both sides of the Crossing. Licensee shall erect and permanently maintain signage in compliance with any Washington Utilities and Transportation Commission requirements, in addition to those set forth in this subsection. 2.5 Without separate written consent of City, Licensee shall not dedicate nor permit Crossing to be used for any purpose or in any manner that might in any way make said Crossing a public crossing or subject it to any public servitude. Page 5 of 16 180435/030603 0806/57820003 2.6 City reserves and excepts unto itself the paramount right to continue to occupy, possess and use the area of the Crossing(s) for any and all City purposes $hall tirnzr�r .•ln�I, pit # .,r,r� �Tm�' �/� 2.7 Licensee shall use said Crossing in accordance with all rules and regulations of City and of any other public authority having jurisdiction over railroad grade crossings including, but not limited to, the Federal Railroad Administration and the Washington Utilities and Transportation Commission, or their successors, if any. 3. FEES: 3.1 Upon execution of this Agreement, Licensee shall pay City: (a) A reimbursement of any outside costs (professional or otherwise) incurred by the City in the development of this Agreement and in the ongoing review, inspection and approval of the Crossing ("Reimbursement Amount"). Such Reimbursement Amount shall include, but shall not be limited to,those amounts paid by the City in complying with the requirements of the Washington State Department of Transportation-Rail Division, and in obtaining and maintaining any applicable state and federal permits. Such Reimbursement Amount due to City shall not exceed FIVE THOUSAND U.S. dollars ($5,000.00)in any given calendar year. Any reimbursable amount incurred by City in excess of the $5,000.00 yearly maximum shall be rolled forward and included in the Reimbursement Amount for the following calendar year. (b) An Annual License Fee of FIFTY U.S. Dollars ($50.00) and shall thereafter pay such non-refundable Annual License Fee on each anniversary of the Effective Date of this Agreement until terminated. Such Annual License Fee shall be subject to periodic review and mutually agreeable adjusttrie�ts` 2 ;;Thereafter, on each anniversary of the Effective Date of this Agreement (until terminated), Licensee shall also pay to City an Annual Supplemental Maintenance Fee, of FIVE HUNDRED U.S. Dollars ($500.00): Said Arn> ual Supplemental Maintenance Fee will be subject to periodic review and mutually agreeable adjustments if costs to the City should be realized. 3.3 Payment by Licensee of any Annual License Fee or Annual Supplemental Maintenance Fee shall not be held to create an irrevocable license for any period. 3.4 Licensee shall also indemnify City against, and shall pay or reimburse City for increased fees to the City resulting from any additional taxes and assessments levied solely on account of the existence of said upgraded Crossing. 4. CONSTRUCTION, MAINTENANCE: 4.1 Private Road Crossing and any upgrades thereto (including the necessary appurtenances, approaches, roadway, curbs, gutters, shoulders, slopes, fills and cuts and drainage thereof) shall be designed, constructed, and thereafter maintained, at the sole cost and expense of Licensee. Page 6 of 16 180435/030603 0806/57820003 4.2 Licensee's Overcrossing shall also be designed, constructed, and thereafter maintained, at the sole cost and expense of Licensee. 4.3 Construction of both the Private Road Crossing upgrades and the Overcrossing shall not commence prior to Licensee having received final written approval of their design and construction by the City's Designated Engineer for the Yelm-Roy Prairie Line("YRPL Engineer"). City shall not unreasonably withhold such approval. 4.4 Design requirements for the Crossing include, but are not limited to,the following: (a) The location and construction of the Crossing (which by definition includes both the Private Road Crossing and the Overcrossing) shall comply with any and �D� all permitting requirements,and� inll be.located to r,_ " =tet„n �, C& . .....:a -�. .. Cm as_ _eftrcnced_in.xhe plans and e hihits. (b) The structural supports for the Overcrossing on either side of the tracks shall be placed at a minimum distance from the track centerline to be determined by the YRPL Engineer to accommodate the possible future addition of additional track(s). (c) The Overcrossing's minimum vertical clearance height shall be twenty-three feet and six inches (23'6")to ensure adequate clearance for double-stack container cars on the tracks. (d) The design of the Private Road Crossing and the Overcrossing shall take into account the City's YRPL Engineer's design requirements in order to accommodate the future construction of a recreational trail on the railroad right-of-way. 4.5 Licensee shall furnish all of the labor and materials required to build the Overcrossing,to upgrade the Private Road Crossing, and to do all necessary grading for the approaches. 4.6 Licensee, at its sole cost and expense, shall maintain all approachways, and shall keep the Crossing and designated Sight Clearance Area(s) at all times free and clear of all spilled materials, ice, snow, mud, debris and all obstructions (including parked vehicles)to satisfaction of City. 4.7 Licensee shall perform its construction and maintenance under this Agreement, or cause all Licensee's construction and maintenance under this Agreement to be performed, in a prudent and workmanlike manner, in conformity with any applicable statutes, orders,rules, regulations and specifications of any public authority having jurisdiction over the Crossing and under conditions satisfactory to and approved by City. Page 7 of 16 180435/030603 0806/57820003 4.8 In the event Licensee contracts for the performance of any Crossing work, Licensee shall require its contractor(s) and/or subcontractor(s)to comply with all of the terms of this Agreement. 4.9 In the event Licensee fails, in the judgment of City,to comply with any construction or maintenance requirement of this Agreement, City, without waiving any other provision of this Agreement, may either furnish the labor and materials required to do such work, at the sole cost and expense of Licensee, or terminate this Agreement in accordance with Article 11 hereof. 4.10 Licensee shall be solely responsible for any relocation or protective encasement of any subsurface pipe or wire lines (telephone, electrical power transmission or distribution, fiber optic, cable television, water, sewer, gas or petroleum products, et al.) and for necessary relocation of surface structures or facilities (fences, towers, poles, etc.) incident to Licensee's construction(or reconstruction or upgrade)of the Crossing. 5. DRAINAGE: 5.1 Licensee shall not interfere with, or permit its contractors to interfere with, the existing drainage facilities within the approachways or underneath said Crossing. 5.2 Licensee shall furnish, install and maintain, at Licensee's sole expense and in a manner satisfactory to City, necessary drainage pipe and culverts ("Drainage Facilities")within the approachways and underneath said Crossing, on each side of said track(s),to accept drainage from the roadbed and Overcrossing and keep drainage from the track(s) and the City's right-of-way. Said Drainage Facilities shall be constructed to not drain into/toward nearby Murray Creek, and shall be constructed to comply with any and all permitting requirements (including the Pierce County permit) and with all applicable environmental regulations and requirements (including any applicable restricted floodplain/wetland laws, regulations and requirements associated with nearby Murray Creek). 6. PERMITS: 6.1 Before any construction hereunder is performed, Licensee, at its sole cost and expense, shall obtain the City's approval of its plans, and obtain any necessary permits or licenses from all Federal, State or local public authorities having jurisdiction over the Crossing or City's rail right-of-way and shall thereafter observe and comply with said licenses and permits, with the requirements of such public authorities, and with all applicable laws, rules and regulations and modifications thereof. 6.2 City shall cooperate with Licensee in obtaining and complying with any Federal, State or local permits relative to Licensee's Crossing. 6.3 Licensee shall defend, protect and hold City harmless for failure to obtain permits and licenses, for any violation thereof, or for costs or expenses of compliance or remediation. Page 8 of 16 180435/030603 0806/57820003 7. BARRICADES, GATES, SIGNALS: 7.1 Licensee shall, at its sole cost and expense, furnish, construct and maintain at the Crossing, any and all items required by state or federal law, including, if required, any gate(s), barricade(s), sign(s), flashing light signals, and/or grade crossing warning device(s),the provision of permanent flaggers or other protective services. 7.2 The operation of barriers and other warning devices and the performance of said protective services shall be in accordance with any applicable public requirements or regulations including but not limited to the Washington Utilities and Transportation Commission(if applicable) and the Federal Railroad Administration(if applicable). Licensee shall keep all such gates and barricades closed and locked when Crossing is not in actual use by authorized parties. 7.3 After any Crossing signals have been placed in service, Licensee will operate and maintain said signals, at the sole expense of Licensee. Costs of such signal maintenance and operation(including electric current) will be reviewed periodically, and the amount billed will be revised accordingly. In addition to said signal maintenance and operation.expense, Licensee shall reimburse City, within sixty(60) days after receipt of itemized bill from City, (a)the cost of upgrading said signals to prevent obsolescence and (b)the cost of repairing or replacing said signals as a result of damages thereto, howsoever resulting. If Licensee fails or refuses to maintain and/or provide or pay costs thereof, City may terminate this Agreement as provided for in Article 11. 8. OPERATIONAL SAFETY: 8.1 Licensee shall use the highest degree of care in the operation and use of said Crossing. 8.2 If required by state or federal law, licensee shall erect and thereafter maintain, all at Licensee's cost: reflectorized"Railroad Crossing" crossbuck signs on each side of the Crossing, clearly visible to vehicular traffic approaching the Crossing from either side, and advising of the number of track(s)to be crossed; signage on each side of the Overcrossing clearly visible from rail traffic approaching from either direction, and advising of the Overcrossing's overhead clearance height. Licensee shall be solely responsible for periodically inspecting such signs to insure that same are in place and visible. Licensee shall comply with any and all state and federal laws, regulations and requirements concerning signage and other operational safety issues. 9. EXPLOSIVES: 9.1 In the construction and/or maintenance of said Crossing, Licensee shall not use explosives of any type or perform or cause any blasting without the separate express prior written consent of City. In the event such consent is extended, a representative will be assigned by City to monitor,and Licensee shall reimburse City for the entire cost and/or expense of fizrnishing said monitor. Page 9 of 16 180435/030603 0806/57820003 9.2 Neither Licensee nor Licensee's contractor(s), agent(s) or employee(s), or business invitees may transport, carry or haul any explosive, flammable, combustible or other hazardous or dangerous materials, goods or commodities across track(s)of City without separate prior written consent of City. Such restrictions shall not apply to gasoline or diesel fuel in the vehicular fuel supply tanks of any vehicle or equipment passing over Crossing. 10. ALTERATIONS, TRACK CHANGES: 10.1 Whenever any repairs or changes are made to City's right-of-way or track, or if additional track(s) are laid at the site of the Crossing, necessitating repairs to, alteration of, or relocation of the Crossing, Lessee shall pay for or shall furnish labor and materials to make such repairs to, alterations to, or relocation of the Crossing. 10.2 In the event that City's operating and/or maintenance needs or uses require any change(including any raising, lowering, or additions to),relocation or improvement in its right-of-way, track(s), structures,roadbed, rail communication or other facilities (including fiber optic cable), which necessitate any change of location, height or depth of Crossing, Licensee shall make such changes in Crossing and/or the grading, approaches or drainage, within thirty(30) days after notice in writing from City, all at Licensee's sole cost and expense, and upon plans and specifications approved by City. 10.3 If Licensee desires to revise, relocate or change in all or any part of said Crossing, or if Licensee is required to change or alter Crossing, drainage or approachways, plans therefor shall be submitted to City for approval before any such change is made. 10.4 After change or alteration, the terms and conditions of this Agreement shall apply thereto. 11. TERM, TERNIINATION, REMOVAL: 11.1 The term("Term") of this Agreement shall be a period of five(5) years from the date hereof and Cify`grants to Licensee the option to extend this:*.. (e mea fi p hree.(3)adc t�anal ext ed periods of five.(5) yea s. The Agreement shall remain in effect from month to month thereafter, until terminated by either party upon giving to the other thirty(30) days' written notice of such termination. 11.2 Upon failure of Licensee to perform or comply with any term, covenant, clause, or condition herein contained(a"Breach"),this Agreement may be terminated immediately upon notice by City. After such notice of breach, City may barricade or otherwise block said Crossing (and stop Licensee's use of the Overcrossing)until removed by Licensee, at sole risk and expense of Licensee. 11.3 On the condition that Licensee is not in Breach of this Agreement, City grants to Licensee the option to extend this Agreement foradditional extended periods of five(5) years (the"Extended Term"). The Extended Term will commence on the day following expiration of the initial Term. Except as to any changes to the Page 10 of 16 180435/030603 0806/57820003 Agreement agreed to by both parties at the time of Licensee's exercise of said extension, all of the provisions of this Agreement will remain in effect during the Extended Term. Licensee may not exercise its extension option if and so long as Licensee is in Breach of this Agreement. Licensee's exercise of the extension option shall be by written notice given to City not later than twelve(12)months prior to expiration of the initial Term. 11.4 Within thirty(30) days after termination of this Agreement, unless the parties hereto otherwise agree, said Crossing (which includes the Overcrossing) shall be removed, all approaches barricaded, and right-of-way of City restored in a manner satisfactory to City, all at the sole cost and expense of Licensee. All removal and restoration work to be performed on that portion of said Crossing between the rails of said tracks)and for two feet (2')beyond each outermost rail shall be done by City, at Licensee's sole cost and expense. 11.5 If Licensee fails to make removal as in Section 11.3, City may remove same, by City employee or contract forces, at Licensee's sole risk, cost and expense. 11.6 All rights which Licensee may have hereunder shall cease and end upon the termination date so specified;provided, however, that termination of this Agreement shall not in any manner affect any claims and liability which may have arisen or accrued hereunder prior to termination, and which, at the time of termination, have not been satisfied. 12. RISK, LIABILITY, INDEMNITY: 12.1 Licensee, recognizing that any use of City property, tracks and right-of- way involves increased risks, expressly assumes all risk of loss and damage to, and waives any right to ask or demand damages for, Property of Licensee, or any part thereof, at the Crossing, including loss of or interference with the use of service thereof, regardless of cause, including: (a) any fault, failure or negligence of City in the construction, operation or maintenance of the Crossing, or in rail operations on or over the Crossing; and/or(b) any fire, regardless of the source or origin thereof. For this Section, the term"Property of Licensee" shall include property of third parties situated or placed upon City's right-of-way by Licensee or by such third parties at request of or for the sole benefit of Licensee. 12.2 Licensee, with the recognition above, and as further consideration for the grant of this crossing right, also assumes all liability for, and releases and agrees to (all with counsel acceptable to the City), defend, indemnify, protect and save City harmless from and against: (a) all loss of or damage to any other property, including property in the care, custody or control of City and of third parties, now situated or which may be placed at the Crossing or adjacent thereto, and the loss of or interference with any use or services thereof; and Page 11 of 16 180435/030603 0806/57820003 (b) all loss and damage on account of injury to or death of any and all persons (including but not limited to employees, invitees and patrons of the parties hereto)on the Crossing; and (c) all claims and liability for such loss and damage and cost and expenses thereof, arising out of, resulting from, or connected in any manner with the construction, reconstruction, maintenance, upgrade, existence, use, condition, repair, change, relocation or subsequent removal of said Crossing (which as defined, includes the Overcrossing), any parts thereof or appurtenant structures,regardless of cause, even if occurring or resulting from the sole or joint fault, failure or negligence of City, including such loss, damage or injury: (i) caused in whole or in part by the fault, failure or negligence of City; or(ii) caused in whole or in part by the fault, failure or negligence of Licensee; or(iii)resulting from the creation of this license and the additional hazards that this Crossing imposes upon City's operations. Should any dispute arise concerning Licensee's obligation under this Agreement to defend, indemnify, protect and save City harmless from and against liability from any particular incident, Licensee shall first defend, indemnify, protect and save City harmless. Thereafter, upon final completion of said defense, indemnification and protection, Licensee and City shall arbitrate the dispute concerning the scope of Licensee's obligation. 12.3 For the purposes of these Liability and Indemnity provisions only, all persons, including the employees and/or servants of City and of Licensee, or employees of any independent or subcontracting third parties engaged in any construction or maintenance activities at the Crossing, in any of the work described in this Agreement, shall be deemed to be the sole contractors of Licensee while so engaged. 12.4 All obligations of Licensee under this Agreement to release, indemnify and hold City harmless shall also extend to companies and other legal entities that control, are controlled by, are subsidiaries of or are affiliated with City, and their respective officers, agents, employees and servants. 12.5 Licensee shall promptly(within thirty(30) days) advise City in writing, by Certified Mail of any claims made against Licensee and/or City under this Agreement or from use of the Crossing. 13. INSURANCE: 13.1 Because Licensee and/or its agents or contractor(s)must perform construction or demolition operations within fifty feet(50')of any operated City track(s), or affecting a City bridge, trestle, tunnel, track(s),roadbed, overpass or underpass, Licensee, at its sole cost, shall obtain a Railroad Protective Liability(RPL) Policy naming CITY as the insured, for the period of actual construction or demolition in the amount of TWO MILLION U.S. Dollars per occurrence/SIX MILLION U.S. Dollars aggregate($2MM/6MM). Any and all exclusions related to work or any other activities related to use, operation, installation, maintenance, repairs, removal, et al. within fifty Page 12 of 16 180435/030603 0806/57820003 feet (50') of a railroad track shall be deleted from all insurance policies obtained for the Private Road Crossing upgrade and Overcrossing construction. 13.2 Prior to commencement of any use of the Crossing, Licensee shall procure and shall thereafter maintain during continuance of this Agreement, at its sole cost and expense, Commercial General Liability(CGL) Insurance covering liability assumed by Licensee under this Agreement, with coverage of not less than TWO MILLION U.S. Dollars per occurrence/SIX MILLION U.S. Dollars aggregate($2MM/6MM) for bodily injury and property damage. Any and all exclusions related to work or any other activities related to use, operation, installation, maintenance, repairs, removal, et al. within fifty feet (50) of a railroad track shall be deleted from said policy. The CGL policy shall be endorsed to provide for thirty(30)days' notice in writing to City's Director-Casualty Insurance, at the address above, prior to termination of or change in the coverage provided. 13.3 If CGL coverage is written on a public liability insurance form, Insurance Services Office endorsement GL-99-18 must be added to the policy to extend the definition of"incidental contract"to include any easement or license agreement in connection with vehicle or pedestrian City crossings at grade. If said CGL policy is written on a"Claims Made"basis rather than"Per Occurrence"basis, Licensee shall arrange for adequate time for reporting losses. Failure to arrange adequate reporting time shall be Licensee's sole risk. 13.4 Said Crossing shall not be opened for private traffic contemplated under this agreement until said CGL insurance coverage is placed in effect and written notice thereof is given to City. In the event said CGL insurance is cancelled, or is allowed to lapse, Crossing shall be subject to immediate closure and removal by City upon notice to Licensee, all at Licensee's cost. 13.5 City may at any time request evidence of insurance purchased by Licensee to comply with this Article and may demand that Licensee purchase insurance deemed adequate by City. Failure of Licensee to comply within thirty(30) days of City's demand shall be an event of default subject to termination in Article 11. 13.6 Furnishing of insurance by Licensee shall not limit Licensees liability under this Agreement, but shall be additional security therefor. 14. BREACH, WAIVER: 14.1 Any waiver by either party at any time of its rights as to anything herein contained shall not be construed as a permanent waiver of such covenant or condition, or any subsequent breach thereof, unless such covenant or breach is waived in writing by said party. 14.2 Neither the failure of City to object to any work done, material used, or method of construction or maintenance of said Crossing, nor any approval given or supervision exercised by City shall be construed as an admission of liability or Page 13 of 16 180435/030603 0806/57820003 responsibility by City, or as a waiver by City of any of the obligations, liability and/or responsibility of Licensee. 15. NOTICE(S): 15.1 Before doing any work on City's right-of-way, Licensee shall give City's City Administrator and Director of Public Works at least five(5) days' written notice. 15.2 All other notices and communications concerning this Agreement shall be addressed to the following: (a) If to City,to: Shelly Badger City Administrator City of Yelm 105 Yelm Avenue West, P.O. Box 479 Yehn, Washington 98597 (a) If to Licensee, to: Jerry Trudeau Vice President &General Manager Miles Sand and Gravel Company 1201 M Street SE P.O. Box 130 Auburn, WA 98071-0130 15.3 Unless otherwise expressly stated herein, all such notices shall be in writing and sent via Certified or Registered Mail-Return Receipt Requested, or by courier, and shall be effective upon(a) actual receipt or(b) addressee's refusal of delivery. 16. TITLE: 16.1 Licensee shall not at any time own or claim any right,title or interest in or to City's property occupied by Licensee's Crossing, nor shall the exercise of this Agreement for any length of time give rise to any title to said property, or any right or interest in Licensee other than the license created hereby. 17. GENERAL PROVISIONS: 17.1 Neither this Agreement nor any provision hereof or agreement or provision included herein by reference shall operate or be construed as being for the benefit of any third person. Page 14 of 16 180435/030603 0806/57820003 17.2 This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of City, and the legal representatives, successors or assigns of Licensee, as the, case may be, but, this license is a personal privilege granted to Licensee and therefore no assignment sublease or sublicense hereof or of any rights or obligations hereunder shall be valid for any purpose without the prior written consent of City. 17.3 This Agreement contains the entire understanding between the parties hereto, and cannot be changed, altered, amended or modified, except by written instrument subsequently executed by the parties hereto. 17.4 Neither the form nor any language of this Agreement shall be interpreted or construed in favor of or against either party hereto. 17.5 This Agreement is executed under current interpretation of applicable Federal, State, County, Municipal or other local statute,ordinance or law. Each separate division(paragraph, clause, item, term, condition, covenant or agreement)herein shall have independent and severable status from each other separate division for the determination of legality, so that if any separate division is determined to be void, voidable, invalid or unenforceable for any reason, such determination shall have no effect upon the validity or enforceability of each other separate division herein contained, or any other combination thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate, each of which shall be evidence of this Agreement but which shall constitute but one agreement as of the day and year first above written. AGREED TO AND ACKNOWLEDGED: Witness for City: CITY OF YELM, WASHINGTON By: Its: Witness for Licensee: MILES SAND AND GRAVEL COMPANY By: Its: Page 15 of 16 180435/030603 0806/57820003 On this day of , 2003, before me, , personally appeared on behalf of City of Yelm, Washington, a municipal corporation in the State of Washington, who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. Notary Public in and for the State of WASHINGTON Printed Name: My appointment expires: On this day of , 2003, before me, personally appeared on behalf of Miles Sand and Gravel Company, a Washington corporation, who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. Notary Public in and for the State of WASHINGTON Printed Name: My appointment expires: Page 16 of 16 180435/030603 0806/57820003 wo 1. DAVID EVANS ANDASSOCIATES INC. TRANSMITTAL DATE: February 25, 2003 PAGES: 4 TO: Shelly Badger TELEPHONE NO: 360-458-8405 City of Yelm FAX NO: 105 Yelm Ave. West Yelm, WA 98597 FROM: Darrell Plein for Charlie Burnham TELEPHONE NO: 253.922.9780 FAX NO: 253.922.9781 PROJECT: Miles S & G Crossing Permit PROJECT NO: YELM0000-0007 ®AS YOU REQUESTED ❑ FOR YOUR APPROVAL ❑ RETURN REQUESTED ® FOR YOUR INFORMATION ❑ RECORDS MANAGEMENT ® FOR YOUR USE El ITEM COPIES DATE DESCRIPTION 1 3 2/25/2003 Exhibit "B"-Site Clearance Areas for Upgraded Crossing at STA 183+09.8 (11 x 17) COMMENTS: Trans Pacific Trade Center Building, 3700 Pacific Hwy. East,Suite 311 Tacoma Washington 98424 Phone:253.922.9780 Facsimile: 253.922.9781 CITY OF REPORTSTAFF To: Yelm City Councilmembers 1 From: Shelly Badger, City Administrato CC: Mayor Rivas, Joe Williams(Rail Advisory Committee Chair), Jerry Trudeau(Miles Sand and Gravel Company) Date: February 19,2003(for February 26,2003 City Council Meeting) Re: Rail Advisory Committee recommendation related to Miles Sand &Gravel request for crossing of Yelm Roy Prairie Line ATTACHMENTS: 1. Private Road Grade Crossing and Overpass Agreement between City of Yelm and Miles Sand and Gravel Company 2. Attachment 1 —area map and photo of conveyer system BACKGROUND In November 2000, the City of Yelm acquired Burlington Northern Santa Fe's rail line and rail corridor ownership interests in its rail line segment between Yelm and Roy. Currently, Miles Sand and Gravel Company is in the process of obtaining the necessary permits thru Pierce County to begin mining on the west side of the railroad tracks. Historically, a vehicle crossing has been utilized to access the west side of the tracks. CURRENT SITUATION Miles Sand and Gravel Company has requested permission to upgrade the existing crossing to move equipment between the new proposed mining area on the west side of the tracks to the aggregate processing plant on the east side of the tracks. In addition, they would like to construct an enclosed overhead conveyer system (similar to the one that crosses Reservation Road used by Holroyd) to transport the material. To accomplish this, a Private Road Grade Crossing Agreement has been drafted by Betts, Patterson & Mines (the City's rail attorney) with input from Charlie Burnham, David Evans and Associates (the City's rail engineer). On February 3, 2003, the Rail Advisory Committee met to review the agreement. Their suggested changes have been incorporated into the attached draft by legal counsel as well as language requested by the Association of Washington Cities Risk Manager related to appropriate insurance requirements. With these changes, they recommended approval to the City Council (see Recommendation section below). AGREEMENT HIGHLIGHTS The following highlights the major components of the agreement: Page 1 of 20 a. Section 2.2 spells out the use limitations of the Crossing and Overcrossing. b. Section 3 — Fees, states the fees associated with the Crossing and Overcrossing to include: 1. Payment of costs for outside professional services associated with development of the agreement and review and approval and inspection of the Crossing and Overcrossing. 2. An annual License Fee of $50.00 to cover administrative costs associated with the License. 3. An annual Maintenance Fee of $500.00 to cover routine inspections of the Crossing and Overcrossing. c. Section 4 — states that the Crossing and Overcrossing will be designed, contructed and maintained at the cost of Miles Sand and Gravel. Also, the design and construction must be approved by the City's rail engineer (David Evans and Associates) prior to start of construction. This section also addresses specific design requirements such as vertical clearance of 23'6" to ensure adequate clearance for double-stack container cars on the tracks, placement of structural supports to accommodate possible future additional tracks and a recreational trail. d. Section 4.4(a) and 5.2 require that the location, construction and drainage related to the road crossing and overcrossing comply with any and all permitting requirements (including Pierce County permit requirements) and with all applicable environmental regulations related to floodplain/wetland laws associated with nearby Murray Creek. e. Section 7 states that at such time state or federal law shall require any gate, barricade, sign, flashing light signals and/or grade crossing warning device, that Miles would construct and maintain such crossing protection as a condition to keeping the Crossing in place. f. Section 11 states the term of the Agreement as a period of 5 years from the approval date with the option to extend for one additional 5-year period. g. Section 13, Insurance— Requires Miles to obtain a Railroad Protective Liability Insurance policy for the construction of the road crossing and overcrossing which names the City of Yelm as the "insured". RECOMMENDATION OF THE RAIL ADVISORY COMMITTEE The Rail Advisory Committee recommends that the Yelm City Council approve the attached Private Road Grade Crossing and Overcrossing Agreement between the City of Yelm and Miles Sand and Gravel Company to 1) upgrade the private road crossing in order to allow increased vehicular traffic, and in order to handle heavy equipment; and 2) to construct an overhead conveyer-belt overcrossing structure to transport material being extracted from the west side of the railroad tracks to Miles' aggregate processing plant located on the east side of the tracks. Page 2 of 20 I PRIVATE ROAD GRADE CROSSING AND OVERPASS AGREEMENT THIS PRIVATE ROAD GRADE CROSSING AND OVERPASS AGREEMENT ("Agreement"), made as of this (the"Effective Date"), by and between the City of Yelm, a municipal corporation in the State of Washington, whose mailing address is 105 Yelm Avenue West, P.O. Box 479, Yelm, Washington 98597, hereinafter called"City,"party of the first part, and Miles Sand and Gravel Company, a Washington corporation whose mailing address is 1220 M Street SE, P.O. Box 130, Auburn, WA 98071, hereinafter called"Licensee,"party of the second part; WITNESSETH: WHEREAS, Licensee has utilized a private road crossing across The Burlington Northern and Santa Fe Railway Company(`BNSF")track, located approximately 714 feet north of the railroad trestle over Murray Creek, near the City of Roy, Washington (the"Private Road Crossing") since approximately 1989; AND WHEREAS, on or about November 16, 2000, City acquired BNSF's rail line and rail corridor ownership interests in its rail line segment between Milepost 20.99 in Roy, Washington, and Milepost 25.56 in Yelm, Washington; AND WHEREAS, Licensee now desires to: 1) upgrade the Private Road Crossing in order to allow increased vehicular traffic, and in order to handle heavy equipment; and 2)to construct and to utilize at said crossing, an enclosed overhead conveyor-belt overcrossing structure(the"Overcrossing")to transport material being extracted from the west side of the railroad tracks to Licensee's aggregate processing plant located on the east side of the tracks, as shown in the plans attached hereto as Exhibit "A"; NOW, THEREFORE, City, for and in consideration of the fee(s) to be paid by Licensee and of the covenants,terms, conditions and agreements herein to be kept and performed by Licensee, hereby grants to Licensee the right or license to upgrade the Private Road Crossing and to construct and to utilize the Overcrossing upon the terms and conditions herein. 1. DEFINITIONS: 1.1 The term"Licensee" herein shall mean Miles Sand and Gravel Company and any affiliated associations, partnerships, governmental bodies or individuals as the case may be. The term"Licensee" shall also include Licensees' agents, employees, servants, sublicensees and invitees. All words herein referring to Licensee shall be taken to be of such number and gender as the context may require. 1.2 The term"City"herein shall include all servants, agents or employees of the City of Yelm. Page 3 of 20 180435/021903 1155/57820003 1.3 The term"Crossing" herein shall include the Private Road Crossing with its track crossings, approaches, roadways, drainage facilities, warning devices, signals and wire lines, gates, barricades, signs, appliances and any ancillary facilities, and the Overcrossing. 1.4 The term"Overcrossing"herein shall refer to an enclosed overhead conveyor-belt overcrossing structure at the Crossing for the transportation of material being extracted on the west side of the railroad tracks to Licensee's aggregate processing plant located on the east side of said tracks. 1.5 The term"Maintenance"herein shall include keeping all vegetation within the area(s)outlined in red on the print attached hereto as Exhibit "B" and identified thereon as"Sight Clearance Area(s)"cut to a height not exceeding two feet (2') above ground level, and keeping said"Sight Clearance Area(s)" free of parked vehicles and other obstructions. 2. USE LIMITATIONS: 2.1 This license is subject to: (a) all encumbrances, conditions, covenants and easements applicable to City's title to or rights in the subject property; (b) any existing public utilities and other pipe or wireline facilities located in, on, over, under or across the Crossing; (c) all instruments, easements, agreements and rights therefor, recorded or not; and(d) compliance by Licensee with terms and conditions herein. 2.2 The Crossing shall be used by Licensee or its business invitees only 1) as a private road for the purpose of Licensee's vehicular or pedestrian access to/from Licensee's properties on either side of the Crossing, and for the purpose of moving equipment between Licensee's said properties all by means of the Private Road Crossing, and 2) to transport material excavated by Licensee on the west side of the railroad tracks to Licensee's aggregate processing plant on the east side of the railroad tracks by means of the Overcrossing. 2.3 This Agreement is a personal license to Licensee and Licensee will not allow any person(s) other than Licensee and its business invitees to use said Crossing without the prior written consent of City. 2.4 Licensee, at its sole cost and expense, shall erect and permanently maintain"PRIVATE ROAD -- RESTRICTED USE" sign(s) or other signs indicating the private nature and limited use of the Crossing, at location(s) adjacent to said Crossing designated by City. It shall also erect and permanently maintain, at its sole cost and expense, "STOP" signs on both sides of the Crossing. Licensee shall erect and permanently maintain signage in compliance with any Washington Utilities and Transportation Commission requirements, in addition to those set forth in this subsection. 2.5 Without separate written consent of City, Licensee shall not dedicate nor permit Crossing to be used for any purpose or in any manner that might in any way make said Crossing a public crossing or subject it to any public servitude. Page 4 of 20 180435/021903 1155/57820003 2.6 City reserves and excepts unto itself the paramount right to continue to occupy, possess and use the area of the Crossing(s) for any and all City purposes. City shall not be obligated to make cuts in its trains for the Crossing. 2.7 Licensee shall use said Crossing in accordance with all rules and regulations of City and of any other public authority having jurisdiction over railroad grade crossings including, but not limited to,the Federal Railroad Administration and the Washington Utilities and Transportation Commission, or their successors, if any. 3. FEES: 3.1 Upon execution of this Agreement, Licensee shall pay City: (a) A reimbursement of any outside costs (professional or otherwise) incurred by the City in the development of this Agreement and in the ongoing review, inspection and approval of the Crossing ("Reimbursement Amount"). Such Reimbursement Amount shall include, but shall not be limited to,those amounts paid by the City in complying with the requirements of the Washington State Department of Transportation-Rail Division, and in obtaining and maintaining any applicable state and federal permits. Such Reimbursement Amount due to City shall not exceed FIVE THOUSAND U.S. dollars ($5,000.00)in any given calendar year. Any reimbursable amount incurred by City in excess of the $5,000.00 yearly maximum shall be rolled forward and included in the Reimbursement Amount for the following calendar year. (b) An Annual License Fee of FIFTY U.S. Dollars ($50.00) and shall thereafter pay such non-refundable Annual License Fee on each anniversary of the Effective Date of this Agreement until terminated. Such Annual License Fee shall be subject to periodic review and adjustment at the sole discretion of City. 3.2 Thereafter, on each anniversary of the Effective Date of this Agreement (until terminated), Licensee shall also pay to City an Annual Supplemental Maintenance Fee, of FIVE HUNDRED U.S. Dollars ($500.00). City reserves the right to increase said Annual Supplemental Maintenance Fee, in proportion to the increase in Engineering News Record Construction Cost Index(Annual Average), issued in December preceding each anniversary date of this Agreement over such Annual Average Index issued in the preceding December, and for any increase in maintenance costs(including repairs, replacement or obsolescence) of any Crossing Warning Devices (signalization). 3.3 Payment by Licensee of any Annual License Fee or Annual Supplemental Maintenance Fee shall not be held to create an irrevocable license for any period. 3.4 Licensee shall also indemnify City against, and shall pay or reimburse City for increased fees to the City resulting from any additional taxes and assessments levied solely on account of the existence of said upgraded Crossing. Page 5 of 20 180435/021903 1155/57820003 4. CONSTRUCTION, MAINTENANCE: 4.1 Private Road Crossing and any upgrades thereto (including the necessary appurtenances, approaches, roadway, curbs, gutters, shoulders, slopes, fills and cuts and drainage thereof) shall be designed, constructed, and thereafter maintained, at the sole cost and expense of Licensee. 4.2 Licensee's Overcrossing shall also be designed, constructed, and thereafter maintained, at the sole cost and expense of Licensee. 4.3 Construction of both the Private Road Crossing upgrades and the Overcrossing shall not commence prior to Licensee having received final written approval of their design and construction by the City's Designated Engineer for the Yelm-Roy Prairie Line("YRPL Engineer"). City shall not unreasonably withhold such approval. 4.4 Design requirements for the Crossing include, but are not limited to, the following: (a) The location and construction of the Crossing (which by definition includes both the upgraded Private Road Crossing and the Overcrossing) shall comply with any and all permitting requirements (including the Pierce County permit requirements) and with all applicable environmental regulations and requirements (including any applicable restricted floodplain/wetland laws, regulations and requirements associated with nearby Murray Creek). (b) The structural supports for the Overcrossing on either side of the tracks shall be placed at a minimum distance from the track centerline to be determined by the YRPL Engineer to accommodate the possible future addition of additional track(s). (c) The Overcrossing's minimum vertical clearance height shall be twenty-three feet and six inches (23'6")to ensure adequate clearance for double-stack container cars on the tracks. (d) The design of the Private Road Crossing and the Overcrossing shall take into account the City's YRPL Engineer's design requirements in order to accommodate the future construction of a recreational trail on the railroad right-of-way. 4.5 Licensee shall furnish all of the labor and materials required to build the Overcrossing,to upgrade the Private Road Crossing, and to do all necessary grading for the approaches. 4.6 Licensee, at its sole cost and expense, shall maintain all approachways, and shall keep the Crossing and designated Sight Clearance Area(s) at all times free and clear of all spilled materials, ice, snow, mud, debris and all obstructions (including parked vehicles)to satisfaction of City. Page 6 of 20 180435/021903 1155/57820003 4.7 Licensee shall perform its construction and maintenance under this Agreement, or cause all Licensee's construction and maintenance under this Agreement to be performed, in a prudent and workmanlike manner, in conformity with any applicable statutes, orders,rules, regulations and specifications of any public authority having jurisdiction over the Crossing and under conditions satisfactory to and approved by City. 4.8 In the event Licensee contracts for the performance of any Crossing work, Licensee shall require its contractor(s) and/or subcontractor(s)to comply with all of the terms of this Agreement. 4.9 In the event Licensee fails, in the judgment of City,to comply with any construction or maintenance requirement of this Agreement, City, without waiving any other provision of this Agreement, may either furnish the labor and materials required to do such work, at the sole cost and expense of Licensee, or terminate this Agreement in accordance with Article 11 hereof. 4.10 Licensee shall be solely responsible for any relocation or protective encasement of any subsurface pipe or wire lines (telephone, electrical power transmission or distribution, fiber optic, cable television, water, sewer, gas or petroleum products, et al.) and for necessary relocation of surface structures or facilities (fences, towers, poles, etc.) incident to Licensee's construction(or reconstruction or upgrade)of the Crossing. 5. DRAINAGE: 5.1 Licensee shall not interfere with, or permit its contractors to interfere with, the existing drainage facilities within the approachways or underneath said Crossing. 5.2 Licensee shall furnish, install and maintain, at Licensee's sole expense and in a manner satisfactory to City, necessary drainage pipe and culverts ("Drainage Facilities") within the approachways and underneath said Crossing, on each side of said track(s), to accept drainage from the roadbed and Overcrossing and keep drainage from the track(s) and the City's right-of-way. Said Drainage Facilities shall be constructed to not drain into/toward nearby Murray Creek, and shall be constructed to comply with any and all permitting requirements (including the Pierce County permit) and with all applicable environmental regulations and requirements (including any applicable restricted floodplain/wetland laws, regulations and requirements associated with nearby Murray Creek). 6. PERMITS: 6.1 Before any construction hereunder is performed, Licensee, at its sole cost and expense, shall obtain the City's approval of its plans, and obtain any necessary permits or licenses from all Federal, State or local public authorities having jurisdiction over the Crossing or City's rail right-of-way and shall thereafter observe and comply with said licenses and permits, with the requirements of such public authorities, and with all applicable laws, rules and regulations and modifications thereof. Page 7 of 20 180435/021903 1155/57820003 6.2 City shall cooperate with Licensee in obtaining and complying with any Federal, State or local permits relative to Licensee's Crossing. 6.3 Licensee shall defend, protect and hold City harmless for failure to obtain permits and licenses, for any violation thereof, or for costs or expenses of compliance or remediation. 7. BARRICADES, GATES, SIGNALS: 7.1 Licensee shall, at its sole cost and expense, furnish, construct and maintain at the Crossing, any and all items required by state or federal law, including, if required, any gate(s), barricade(s), sign(s), flashing light signals, and/or grade crossing warning device(s),the provision of permanent flaggers or other protective services. 7.2 The operation of barriers and other warning devices and the performance of said protective services shall be in accordance with any applicable public requirements or regulations including but not limited to the Washington Utilities and Transportation Commission(if applicable) and the Federal Railroad Administration(if applicable). Licensee shall keep all such gates and barricades closed and locked when Crossing is not in actual use by authorized parties. 7.3 After any Crossing signals have been placed in service, Licensee will operate and maintain said signals, at the sole expense of Licensee. Costs of such signal maintenance and operation(including electric current)will be reviewed periodically, and the amount billed will be revised accordingly. In addition to said signal maintenance and operation expense, Licensee shall reimburse City, within sixty(60) days after receipt of itemized bill from City, (a)the cost of upgrading said signals to prevent obsolescence and (b) the cost of repairing or replacing said signals as a result of damages thereto, howsoever resulting. If Licensee fails or refuses to maintain and/or provide or pay costs thereof, City may terminate this Agreement as provided for in Article 11. 8. OPERATIONAL SAFETY: 8.1 Licensee shall use the highest degree of care in the operation and use of said Crossing. 8.2 If required by state or federal law, licensee shall erect and thereafter maintain, all at Licensee's cost: reflectorized"Railroad Crossing" crossbuck signs on each side of the Crossing, clearly visible to vehicular traffic approaching the Crossing from either side, and advising of the number of track(s)to be crossed; signage on each side of the Overcrossing clearly visible from rail traffic approaching from either direction, and advising of the Overcrossing's overhead clearance height. Licensee shall be solely responsible for periodically inspecting such signs to insure that same are in place and visible. Licensee shall comply with any and all state and federal laws, regulations and requirements concerning signage and other operational safety issues. Page 8 of 20 180435/021903 1155/57820003 9. EXPLOSIVES: 9.1 In the construction and/or maintenance of said Crossing, Licensee shall not use explosives of any type or perform or cause any blasting without the separate express prior written consent of City. In the event such consent is extended, a representative will be assigned by City to monitor, and Licensee shall reimburse City for the entire cost and/or expense of furnishing said monitor. 9.2 Neither Licensee nor Licensee's contractor(s), agent(s) or employee(s), or business invitees may transport, carry or haul any explosive, flammable, combustible or other hazardous or dangerous materials, goods or commodities across track(s)of City without separate prior written consent of City. Such restrictions shall not apply to gasoline or diesel fuel in the vehicular fuel supply tanks of any vehicle or equipment passing over Crossing. 10. ALTERATIONS, TRACK CHANGES: 10.1 Whenever any repairs or changes are made to City's right-of-way or track, or if additional track(s) are laid at the site of the Crossing, necessitating repairs to, alteration of, or relocation of the Crossing, Lessee shall pay for or shall furnish labor and materials to make such repairs to, alterations to, or relocation of the Crossing. 10.2 In the event that City's operating and/or maintenance needs or uses require any change(including any raising, lowering, or additions to),relocation or improvement in its right-of-way, track(s), structures,roadbed, rail communication or other facilities (including fiber optic cable), which necessitate any change of location, height or depth of Crossing, Licensee shall make such changes in Crossing and/or the grading, approaches or drainage, within thirty(30) days after notice in writing from City, all at Licensee's sole cost and expense, and upon plans and specifications approved by City. 10.3 If Licensee desires to revise, relocate or change in all or any part of said Crossing, or if Licensee is required to change or alter Crossing, drainage or approachways, plans therefor shall be submitted to City for approval before any such change is made. 10.4 After change or alteration, the terms and conditions of this Agreement shall apply thereto. 11. TERM, TERMINATION, REMOVAL: 11.1 The term("Term") of this Agreement shall be a period of five(5)years from the date hereof and the Agreement shall remain in effect from month to month thereafter, until terminated by either party upon giving to the other thirty(30) days' written notice of such termination. 11.2 Upon failure of Licensee to perform or comply with any term, covenant, clause, or condition herein contained(a"Breach"),this Agreement may be terminated immediately upon notice by City. After such notice of breach, City may barricade or Page 9 of 20 180435/021903 1155/57820003 otherwise block said Crossing (and stop Licensee's use of the Overcrossing)until removed by Licensee, at sole risk and expense of Licensee. 11.3 On the condition that Licensee is not in Breach of this Agreement, City grants to Licensee the option to extend this Agreement for one(1) additional extended period of five(5)years (the"Extended Term"). The Extended Term will commence on the day following expiration of the initial Term. Except as to any changes to the Agreement agreed to by both parties at the time of Licensee's exercise of said extension, all of the provisions of this Agreement will remain in effect during the Extended Term. Licensee may not exercise its extension option if and so long as Licensee is in Breach of this Agreement. Licensee's exercise of the extension option shall be by written notice given to City not later than twelve(12) months prior to expiration of the initial Term. 11.4 Within thirty(30) days after termination of this Agreement, unless the parties hereto otherwise agree, said Crossing (which includes the Overcrossing) shall be removed, all approaches barricaded, and right-of-way of City restored in a manner satisfactory to City, all at the sole cost and expense of Licensee. All removal and restoration work to be performed on that portion of said Crossing between the rails of said track(s) and for two feet (2) beyond each outermost rail shall be done by City, at Licensee's sole cost and expense. 11.5 If Licensee fails to make removal as in Section 11.3, City may remove same, by City employee or contract forces, at Licensee's sole risk, cost and expense. 11.6 All rights which Licensee may have hereunder shall cease and end upon the termination date so specified;provided, however,that termination of this Agreement shall not in any manner affect any claims and liability which may have arisen or accrued hereunder prior to termination, and which, at the time of termination, have not been satisfied. 12. RISK, LIABILITY, INDEMNITY: 12.1 Licensee, recognizing that any use of City property, tracks and right-of- way involves increased risks, expressly assumes all risk of loss and damage to, and waives any right to ask or demand damages for, Property of Licensee, or any part thereof, at the Crossing, including loss of or interference with the use of service thereof, regardless of cause, including: (a) any fault, failure or negligence of City in the construction, operation or maintenance of the Crossing, or in rail operations on or over the Crossing; and/or (b) any fire, regardless of the source or origin thereof. For this Section, the term"Property of Licensee" shall include property of third parties situated or placed upon City's right-of-way by Licensee or by such third parties at request of or for the sole benefit of Licensee. 12.2 Licensee, with the recognition above, and as further consideration for the grant of this crossing right, also assumes all liability for, and releases and agrees to (all with counsel acceptable to the City), defend, indemnify, protect and save City harmless from and against: Page 10 of 20 180435/021903 1155/57820003 (a) all loss of or damage to any other property, including property in the care, custody or control of City and of third parties, now situated or which may be placed at the Crossing or adjacent thereto, and the loss of or interference with any use or services thereof; and (b) all loss and damage on account of injury to or death of any and all persons (including but not limited to employees, invitees and patrons of the parties hereto)on the Crossing; and (c) all claims and liability for such loss and damage and cost and expenses thereof, arising out of, resulting from, or connected in any manner with the construction, reconstruction, maintenance, upgrade, existence, use, condition, repair, change, relocation or subsequent removal of said Crossing (which as defined, includes the Overcrossing), any parts thereof or appurtenant structures, regardless of cause, even if occurring or resulting from the sole or joint fault, failure or negligence of City, including such loss, damage or injury: (i) caused in whole or in part by the fault, failure or negligence of City; or(ii) caused in whole or in part by the fault, failure or negligence of Licensee; or(iii)resulting from the creation of this license and the additional hazards that this Crossing imposes upon City's operations. Should any dispute arise concerning Licensee's obligation under this Agreement to defend, indemnify, protect and save City harmless from and against liability from any particular incident, Licensee shall first defend, indemnify, protect and save City harmless. Thereafter, upon final completion of said defense, indemnification and protection, Licensee and City shall arbitrate the dispute concerning the scope of Licensee's obligation. 12.3 For the purposes of these Liability and Indemnity provisions only, all persons, including the employees and/or servants of City and of Licensee, or employees of any independent or subcontracting third parties engaged in any construction or maintenance activities at the Crossing, in any of the work described in this Agreement, shall be deemed to be the sole contractors of Licensee while so engaged. 12.4 All obligations of Licensee under this Agreement to release, indemnify and hold City harmless shall also extend to companies and other legal entities that control, are controlled by, are subsidiaries of or are affiliated with City, and their respective officers, agents, employees and servants. 12.5 Licensee shall promptly(within thirty(30) days) advise City in writing, by Certified Mail of any claims made against Licensee and/or City under this Agreement or from use of the Crossing. 13. INSURANCE: 13.1 Because Licensee and/or its agents or contractor(s)must perform construction or demolition operations within fifty feet (50') of any operated City track(s), or affecting a City bridge, trestle, tunnel, track(s),roadbed, overpass or underpass, Licensee, at its sole cost, shall obtain a Railroad Protective Liability(RPL) Policy Page 11 of 20 180435/021903 1155/57820003 naming CITY as the insured, for the period of actual construction or demolition in the amount of TWO MILLION U.S. Dollars per occurrence/SIX MILLION U.S. Dollars aggregate($2MM/6MM). Any and all exclusions related to work or any other activities related to use, operation, installation, maintenance, repairs, removal, et al. within fifty feet (50')of a railroad track shall be deleted from all insurance policies obtained for the Private Road Crossing upgrade and Overcrossing construction. 13.2 Prior to commencement of any use of the Crossing, Licensee shall procure and shall thereafter maintain during continuance of this Agreement, at its sole cost and expense, Commercial General Liability(CGL) Insurance covering liability assumed by Licensee under this Agreement, with coverage of not less than TWO MILLION U.S. Dollars per occurrence/SIX MILLION U.S. Dollars aggregate($2MM/6MM) for bodily injury and property damage. Any and all exclusions related to work or any other activities related to use, operation, installation, maintenance, repairs, removal, et al. within fifty feet (50')of a railroad track shall be deleted from said policy. The CGL policy shall be endorsed to provide for thirty(30)days' notice in writing to City's Director-Casualty Insurance, at the address above, prior to termination of or change in the coverage provided. 13.3 If CGL coverage is written on a public liability insurance form, Insurance Services Office endorsement GL-99-18 must be added to the policy to extend the definition of"incidental contract"to include any easement or license agreement in connection with vehicle or pedestrian City crossings at grade. If said CGL policy is written on a"Claims Made"basis rather than"Per Occurrence"basis, Licensee shall arrange for adequate time for reporting losses. Failure to arrange adequate reporting time shall be Licensee's sole risk. 13.4 Said Crossing shall not be opened for private traffic contemplated under this agreement until said CGL insurance coverage is placed in effect and written notice thereof is given to City. In the event said CGL insurance is cancelled, or is allowed to lapse, Crossing shall be subject to immediate closure and removal by City upon notice to Licensee, all at Licensee's cost. 13.5 City may at any time request evidence of insurance purchased by Licensee to comply with this Article and may demand that Licensee purchase insurance deemed adequate by City. Failure of Licensee to comply within thirty(30) days of City's demand shall be an event of default subject to termination in Article 11. 13.6 Furnishing of insurance by Licensee shall not limit Licensees liability under this Agreement, but shall be additional security therefor. 14. BREACH, WAIVER: 14.1 Any waiver by either party at any time of its rights as to anything herein contained shall not be construed as a permanent waiver of such covenant or condition, or any subsequent breach thereof, unless such covenant or breach is waived in writing by said party. Page 12 of 20 180435/021903 1135/57820003 14.2 Neither the failure of City to object to any work done, material used, or method of construction or maintenance of said Crossing, nor any approval given or supervision exercised by City shall be construed as an admission of liability or responsibility by City, or as a waiver by City of any of the obligations, liability and/or responsibility of Licensee. 15. NOTICE(S): 15.1 Before doing any work on City's right-of-way, Licensee shall give City's City Administrator and Director of Public Works at least five(5) days' written notice. 15.2 All other notices and communications concerning this Agreement shall be addressed to the following: (a) If to City, to: Shelly Badger City Administrator City of Yelm 105 Yelm Avenue West, P.O. Box 479 Yelm, Washington 98597 (a) If to Licensee, to: Jerry Trudeau Vice President &General Manager Miles Sand and Gravel Company 1201 M Street SE P.O. Box 130 Auburn, WA 98071-0130 15.3 Unless otherwise expressly stated herein, all such notices shall be in writing and sent via Certified or Registered Mail-Return Receipt Requested, or by courier, and shall be effective upon(a) actual receipt or(b) addressee's refusal of delivery. 16. TITLE: 16.1 Licensee shall not at any time own or claim any right, title or interest in or to City's property occupied by Licensee's Crossing, nor shall the exercise of this Agreement for any length of time give rise to any title to said property, or any right or interest in Licensee other than the license created hereby. Page 13 of 20 180435/021903 1155/57820003 17. GENERAL PROVISIONS: 17.1 Neither this Agreement nor any provision hereof or agreement or provision included herein by reference shall operate or be construed as being for the benefit of any third person. 17.2 This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of City, and the legal representatives, successors or assigns of Licensee, as the, case may be, but, this license is a personal privilege granted to Licensee and therefore no assignment sublease or sublicense hereof or of any rights or obligations hereunder shall be valid for any purpose without the prior written consent of City. 17.3 This Agreement contains the entire understanding between the parties hereto, and cannot be changed, altered, amended or modified, except by written instrument subsequently executed by the parties hereto. 17.4 Neither the form nor any language of this Agreement shall be interpreted or construed in favor of or against either party hereto. 17.5 This Agreement is executed under current interpretation of applicable Federal, State, County, Municipal or other local statute, ordinance or law. Each separate division(paragraph, clause, item, term, condition, covenant or agreement) herein shall have independent and severable status from each other separate division for the determination of legality, so that if any separate division is determined to be void, voidable, invalid or unenforceable for any reason, such determination shall have no effect upon the validity or enforceability of each other separate division herein contained, or any other combination thereof. Page 14 of 20 180435/021903 1155/57820003 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate, each of which shall be evidence of this Agreement but which shall constitute but one agreement as of the day and year first above written. AGREED TO AND ACKNOWLEDGED: Witness for City: CITY OF YELM, WASHINGTON By: Its: Witness for Licensee: MILES SAND AND GRAVEL COMPANY By: Its: Page 15 of 20 180435/021903 1155/57820003 On this day of , 2003, before me, , personally appeared on behalf of City of Yelm, Washington, a municipal corporation in the State of Washington, who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. Notary Public in and for the State of WASHINGTON Printed Name: My appointment expires: On this day of , 2003, before me, personally appeared on behalf of Miles Sand and Gravel Company, a Washington corporation, who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. Notary Public in and for the State of WASHINGTON Printed Name: My appointment expires: Page 16 of 20 180435/021903 1155/57820003 teas E ain6l:j •tato:srilleaos ro su== .,,.�..i'�:.1^�— �. s u�ar mt LM A rzff=71rfa-A=vArm nn 11711 GL WI71. _ }' "ir. ti.�• fti►: - OZ 10 L e6ed ' rS7t1 Oi ■DTSf>Qdfl 91[IOmOi'SIi Q lfTbl ton zmr=ru}�:.. . '6L6t 'OL9It n 16LTQ Trjn= •tti6SS7 n IOUO 71 �• x N I=A UITMOM tt =MR U CMTMU N61 'OL 1 00 0 \ rn rn cn �:;-� f •• �- � n ''-•_ �. .YiLVM ONf1C1i7 1 -' 7 _{ ��y n r. 90 { b•�Hdo9 rnc•anl OPIn---! J ' :.. i snilclXa;.= j f1I �T _. .. ._. /'.}-. •!ry.'�_ `• .ter.,• ! 11sr rn v�r.,a ►. � - a- . :___. - _ . --__ ate} - -� .� I I � .. .�". - ===a'_^_' .rte.___ _�•-- � Page 18 of 20 � vV CO M CO CD 0 100 rn / SCALE IN FEET i 0 41WIB FEN 0 o / 1190 CID 80 4'WIB f / N v i L HEIGHT OF GRASS AND SHRL ABOVE GROUND LEVEL AND T, FREE OF PARKED VEHICLES REFLECTORIZED "RAILROAD Cl EXHIBIT "Bl' AND A "PRIVATE ROAD - RES7 AND MAINTAINED ON BOTH Sly SITE CLEARANCE AREAS LESS THAN 12' FROM THE CE FOR UPGRADED CROSSING ALL APPROACHW AYS TO THE C AT STA 183+09.8 AREA SHALL BE KEPT FREE MUD AND ALL OTHER OSBSTRi DURING CONSTRUCTION OR UP(,, DAVID EVAN S ANY AND ALL UTILITIES UNDEIr/ Q ANDASSOCIATES INC. AND GRAVEL IS RESPONSIBLE 3700 Pacific Hwy. East, suite 311 AREA OF THE CROSSING ARE 0 Tacoma Washington 98424 Phone: 253.922.9780 FEB . 25 , 2003 U CID 00 QQ rn v + V) 0 0 100 / SCALE IN FEET 0 41WIB FEi CO o / 1190 180 00 /rn 4'W I B / N i HEIGHT OF GRASS AND SHRI ABOVE GROUND LEVEL AND T FREE OF PARKED VEHICLES ANDLACPRI ATE ROAD O RES) EXHIBIT „B„ AND MAINTAINED ON BOTH S1 SITE CLEARANCE AREAS LESS THAN 121 FROM THE CE FOR UPGRADED CROSSING ALL APPROACHW AYS TO THE C AT STA 183+09.8 AREA SHALL BE KEPT FREE MUD AND ALL OTHER OSBSTR DURING CONSTRUCTION OR UPDAVID EVAN S ANY AND ALL UTILITIES UNDEN D ANDASSOCIATES INC.. AND GRAVEL IS RESPONSIBLE 3700 Pacific Hwy. East, Suite 311 AREA OF THE CROSSING ARE O Tacoma Washington 98424 Phone: 253.922.9780 FEB . 25 , 2003 `P21 Attachment 1 tic :tie v 2 o 0 i 38 g 1- e E/WE HINK! ' z T L 1 / -J23 11-6 .;?tp /"�\� • URCLAI — - _ n • ' E LA 1 �1 `7 •. . T ■ % ■ � `. J Page 19 of 20 MILES SAND do GRAVEL. CO. SITTS i HILL EN GaYMo AREA MAP INC- CI VII, Qtrvot iral SURFACE MMING OPERATION Taooma• Waahk+Oton Roy, Washington Page 20 of 20 Page 1 of 2 Shelly Badger From: "Jerry Trudeau" <jerryt@gravelpits.com> To: "'Shelly Badger.. <shelly@yelmtel.com> Sent: Monday, February 24, 2003 10:14 AM Subject: RE: Crossing agreement Good Morning Shelly: Sorry for not getting back to you sooner, but I finally was able to complete my review of our draft crossing agreement. I am a little bit concerned that it is becoming more complicated than what I anticipated. As such, I have asked our attorney to review the draft and I expect his response in the next day or two. There might be a need to more clearly differentiate between the fact that the vehicle crossing is a historical crossing and has been in existence for many many, and that the only new construction or activity will be for the overhead conveyor crossing. Perhaps a site visit by the RAC and/or any interested City Council members would more clearly illustrate the historical use of the vehicle crossing. A couple of other points of interest: 2.6 1 believe there should be some provision for"cuts in trains"that would allow Miles to utilize the crossing. We anticipate, once operational, only two vehicle crossings each day with a rubber tired front end loader, once in the morning and once in the afternoon. If we were not able to use the crossing to get a loader to the extraction area, that could shut down our operation. 3.1(b) I am not comfortable with the Annual License Fee adjustment being at the sole discretion of the City, without some limitations. 3.2 Again, I would rather not deal with language setting up an automatic annual increase in fees. I believe maintenance expense on the part of the City will be nil. Perhaps we could alter this language to review actual expenses after one year to determine realistic costs. 4.4(a) I am concerned about opening up the possibility of having to move the existing vehicle crossing. The present crossing, as I mentioned earlier, has been there a long time, is very well established, and coincides with all of our other plans for alignment. I would prefer to see 4.4(a) deleted. 11.3 We anticipate completion of mining all materials on the west side of the tracks within the next 20 years. In our last RAC meeting, I thought we had established terms of 5 years initially with extensions of 5 years each for up to 20 years. Our P&C insurance agent is reviewing the proposed agreement regarding the Railroad Protective Liability Policy and sees no inherent problems. I believe we have an agreement, aside from a bit of fine tuning, that is workable for all parties. I will be back in touch with you once our attorney has completed his review. If you have any questions or comments, please do not hesitate to call or e-mail. Thanks, Jerry Trudeau -----Original Message----- From: Shelly Badger [mailto:shelly@yelmtel.com] Sent: Wednesday, February 19, 2003 2:48 PM To: Jerry Trudeau Cc: Adam Rivas; Joe Williams Subject: Crossing agreement Jerry, attached is the latest version of the Crossing Agreement which incorporates both the RAC and our insurance risk manager's comments. A hard copy will be mailed 2/24/2003 Page 2of2 tomorrow for proposed action of the City Council on 2-26. Let me know if you have any concerns/questions with this latest version. The main sections that were changed are: * Section 3.1 - Fees incorporating RAC recommendation. *Section 4.4(a) - adding Pierce County permit language involving Murray Creek. *Section 5.2 - adding Pierce County permit language related to drainage and Murray Creek. *Section 7.1 - tying any future crossings required to state and/or federal law related to such. *Section 11 .3 - adding an optional 1 extension period of 5 years to the agreement. *Section 13 - changes made related to insurance, specifically in Section 13.1 . *Section 15.2 - I filled in your name as the contact, is this correct? Let me know your comments. Thanks, Shelly Shelly Badger Yelm City Administrator P.O. Box 479, Yelm, WA 98597 360-458-8405 shelly&yelmtel.com 2/24/2003 Gig Ha or Rust e \ Federal Alg n C, __ Pa ifi m2 Milton Fircrest m Fife V E ood A University Place a Sumne ' Ur�l(LGpR - CO 4 Z m P lup Steilacoom L�*Owood LL CO CAZ �.4k L DuPont m BNgF Lacey i 6/ySp �. a 90 Roy ti Yel A` TE ainier SQVALLYR Eato ille 00 a IiP m Page 1 of 3 Shelly Badger From: "Taro Kusunose" <tkusunose@bpmlaw.com> To: "'Shelly Badger"' <shelly@yelmtel.com> Cc: <ceb@deainc.com>; "Steve Day" <sday@bpmlaw.com> Sent: Tuesday, February 25, 2003 7:11 PM Subject: RE: Crossing agreement Notice: This is a confidential communication;it may also be privileged If you are not the intended recipient,please advise the sender at(206)268-8646 and then immediately delete this communication,including any attachments,without reading or disclosing its contents. Thank you. Shelly: I believe most of the comments made by Jerry, below, should be analyzed by the City from a business standpoint. His points are generally business, rather than legal. One exception is his comment concerning 4.4. That language was inserted in response to the City's prudent concern that the crossing conform to all laws and requirements (including environmental). The City ought not budge on that one. As for the options up to 20 years, I don't know what was actually agreed to at the RAC meeting. On the one hand, if you create options up to 20 years, you will have that much longer before the City needs to revisit this issue. On the other hand, if you give such a long term and the City starts having a problem with the current agreement, it is a long long time to wait. I have spoken to Steve concerning the care custody and control issue but we need to know what property of the City would they have control over? (Perhaps Charlie and the City's risk manager could chime in on this issue.) Taro Taro Kusunose Attorney Betts,Patterson&Mines,P.S. Seattle,Washington USA (206)268-8646[direct-dial] For additional information,please visit: www.bpmlaw.com -----Original Message----- From: Shelly Badger[mailto:shelly@yelmtel.com] Sent: Monday,February 24,2003 4:07 PM To: Taro Kusunose;Charlie Burnham Subject: Fw:Crossing agreement Taro and Charlie, I am forwarding to you comments I received from Jerry Trudeau (Miles VP) related to the latest version of the Agreement that I sent to him. Any comments you have in response to his comments would be greatly appreciated. Also, I received a call from Miles' insurance company (Bratrud, Middleton) asking if the Railroad Protection Insurance Policy has to have a "care, custody and control of RR property" clause in it? She said some RR companies require this clause and was wondering if we would? She said they prefer not to have the clause placed in the policy. Comments/guidance from either of you or Steve would be great related to this issue. This RR business is so new to me, I appreciate immensrly the advice that you have to offer! Shelly Shelly Badger 2/26/2003 Page 2 of 3 Yelm City Administrator P.O. Box 479, Yelm, WA 98597 360-458-8405 shellvna,velmtel.com ----- Original Message ----- From: Jerry Trudeau To: 'Shelly Badger' Sent: Monday, February 24, 2003 10:14 AM Subject: RE: Crossing agreement Good Morning Shelly: Sorry for not getting back to you sooner, but I finally was able to complete my review of our draft crossing agreement. I am a little bit concerned that it is becoming more complicated than what I anticipated. As such, I have asked our attorney to review the draft and I expect his response in the next day or two. There might be a need to more clearly differentiate between the fact that the vehicle crossing is a historical crossing and has been in existence for many many, and that the only new construction or activity will be for the overhead conveyor crossing. Perhaps a site visit by the RAC and/or any interested City Council members would more clearly illustrate the historical use of the vehicle crossing. A couple of other points of interest: 2.6 1 believe there should be some provision for"cuts in trains"that would allow Miles to utilize the crossing. We anticipate, once operational, only two vehicle crossings each day with a rubber tired front end loader, once in the morning and once in the afternoon. If we were not able to use the crossing to get a loader to the extraction area, that could shut down our operation. 3.1(b) I am not comfortable with the Annual License Fee adjustment being at the sole discretion of the City, without some limitations. 3.2 Again, I would rather not deal with language setting up an automatic annual increase in fees. I believe maintenance expense on the part of the City will be nil. Perhaps we could alter this language to review actual expenses after one year to determine realistic costs. 4.4(a) I am concerned about opening up the possibility of having to move the existing vehicle crossing. The present crossing, as I mentioned earlier, has been there a long time, is very well established, and coincides with all of our other plans for alignment. I would prefer to see 4.4(a) deleted. 11.3 We anticipate completion of mining all materials on the west side of the tracks within the next 20 years. In our last RAC meeting, I thought we had established terms of 5 years initially with extensions of 5 years each for up to 20 years. Our P&C insurance agent is reviewing the proposed agreement regarding the Railroad Protective Liability Policy and sees no inherent problems. I believe we have an agreement, aside from a bit of fine tuning, that is workable for all parties. I will be back in touch with you once our attorney has completed his review. If you have any questions or comments, please do not hesitate to call or e-mail. Thanks, Jerry Trudeau -----Original Message----- From: Shelly Badger [mailto:shelly@yelmtel.com] Sent: Wednesday, February 19, 2003 2:48 PM To: Jerry Trudeau Cc: Adam Rivas; Joe Williams Subject: Crossing agreement 2/26/2003 Page 3 of 3 Jerry, attached is the latest version of the Crossing Agreement which incorporates both the RAC and our insurance risk manager's comments. A hard copy will be mailed tomorrow for proposed action of the City Council on 2-26. Let me know if you have any concerns/questions with this latest version. The main sections that were changed are: * Section 3.1 - Fees incorporating RAC recommendation. *Section 4.4(a) - adding Pierce County permit language involving Murray Creek. *Section 5.2 - adding Pierce County permit language related to drainage and Murray Creek. *Section 7.1 -tying any future crossings required to state and/or federal law related to such. *Section 11.3 - adding an optional 1 extension period of 5 years to the agreement. *Section 13 - changes made related to insurance, specifically in Section 13.1 . *Section 15.2 - I filled in your name as the contact, is this correct? Let me know your comments. Thanks, Shelly Shelly Badger Yelm City Administrator P.O. Box 479, Yelm, WA 98597 360-458-8405 shelly&yelmtel.com 2/26/2003 CITY OF STAFF i REPORT To: Yelm City Councilmembers From: Shelly Badger, City Administrate CC: Mayor Rivas, Joe Williams(Rail Advisory Committee Chair), Jerry Trudeau(Miles Sand and Gravel Company) Date: February 19, 2003(for February 26, 2003 City Council Meeting) Re: Rail Advisory Committee recommendation related to Miles Sand &Gravel request for crossing of Yelm Roy Prairie Line ATTACHMENTS: 1. Private Road Grade Crossing and Overpass Agreement between City of Yelm and Miles Sand and Gravel Company 2. Attachment 1 —area map and photo of conveyer system BACKGROUND In November 2000, the City of Yelm acquired Burlington Northern Santa Fe's rail line and rail corridor ownership interests in its rail line segment between Yelm and Roy. Currently, Miles Sand and Gravel Company is in the process of obtaining the necessary permits thea Pierce County to begin mining on the west side of the railroad tracks. Historically, a vehicle crossing has been utilized to access the west side of the tracks. CURRENT SITUATION Miles Sand and Gravel Company has requested permission to upgrade the existing crossing to move equipment between the new proposed mining area on the west side of the tracks to the aggregate processing plant on the east side of the tracks. In addition, they would like to construct an enclosed overhead conveyer system (similar to the one that crosses Reservation Road used by Holroyd) to transport the material. To accomplish this, a Private Road Grade Crossing Agreement has been drafted by Betts, Patterson & Mines (the City's rail attomey) with input from Charlie Bumham, David Evans and Associates (the City's rail engineer). On February 3, 2003, the Rail Advisory Committee met to review the agreement. Their suggested changes have been incorporated into the attached draft by legal counsel as well as language requested by the Association of Washington Cities Risk Manager related to appropriate insurance requirements. With these changes, they recommended approval to the City Council (see Recommendation section below). AGREEMENT HIGHLIGHTS The following highlights the major components of the agreement: Pagel of 20 a. Section 2.2 spells out the use limitations of the Crossing and Overcrossing. b. Section 3 — Fees, states the fees associated with the Crossing and Overcrossing to include: 1. Payment of costs for outside professional services associated with development of the agreement and review and approval and inspection of the Crossing and Overcrossing. 2. An annual License Fee of $50.00 to cover administrative costs associated with the License. 3. An annual Maintenance Fee of $500.00 to cover routine inspections of the Crossing and Overcrossing. c. Section 4 — states that the Crossing and Overcrossing will be designed, contructed and maintained at the cost of Miles Sand and Gravel. Also, the design and construction must be approved by the City's rail engineer (David Evans and Associates) prior to start of construction. This section also addresses specific design requirements such as vertical clearance of 23'6" to ensure adequate clearance for double-stack container cars on the tracks, placement of structural supports to accommodate possible future additional tracks and a recreational trail. d. Section 4.4(a) and 5.2 require that the location, construction and drainage related to the road crossing and overcrossing comply with any and all permitting requirements (including Pierce County permit requirements) and with all applicable environmental regulations related to floodplain/wetland laws associated with nearby Murray Creek. e. Section 7 states that at such time state or federal law shall require any gate, barricade, sign, flashing light signals and/or grade crossing warning device, that Miles would construct and maintain such crossing protection as a condition to keeping the Crossing in place. f. Section 11 states the term of the Agreement as a period of 5 years from the approval date with the option to extend for one additional 5-year period. g. Section 13, Insurance— Requires Miles to obtain a Railroad Protective Liability Insurance policy for the construction of the road crossing and overcrossing which names the City of Yelm as the"insured". RECOMMENDATION OF THE RAIL ADVISORY COMMITTEE The Rail Advisory Committee recommends that the Yelm City Council approve the attached Private Road Grade Crossing and Overcrossing Agreement between the City of Yelm and Miles Sand and Gravel Company to 1) upgrade the private road crossing in order to allow increased vehicular traffic, and in order to handle heavy equipment; and 2) to construct an overhead conveyer-belt overcrossing structure to transport material being extracted from the west side of the railroad tracks to Miles' aggregate processing plant located on the east side of the tracks. Page 2 of 20 PRIVATE ROAD GRADE CROSSING AND OVERPASS AGREEMENT THIS PRIVATE ROAD GRADE CROSSING AND OVERPASS AGREEMENT ("Agreement"), made as of this (the"Effective Date"), by and between the City of Yelm, a municipal corporation in the State of Washington, whose mailing address is 105 Yelm Avenue West, P.O. Box 479, Yelm, Washington 98597, hereinafter called"City,"party of the first part, and Miles Sand and Gravel Company, a Washington corporation whose mailing address is 1220 M Street SE, P.O. Box 130, Auburn, WA 98071, hereinafter called"Licensee,"party of the second part; WITNESSETH: WHEREAS, Licensee has utilized a private road crossing across The Burlington Northern and Santa Fe Railway Company(`BNSF")track, located approximately 714 feet north of the railroad trestle over Murray Creek, near the City of Roy, Washington (the"Private Road Crossing") since approximately 1989; AND WHEREAS,on or about November 16, 2000, City acquired BNSF's rail line and rail corridor ownership interests in its rail line segment between Milepost 20.99 in Roy, Washington, and Milepost 25.56 in Yelm, Washington; AND WHEREAS, Licensee now desires to: 1) upgrade the Private Road Crossing in order to allow increased vehicular traffic, and in order to handle heavy equipment; and 2)to construct and to utilize at said crossing, an enclosed overhead conveyor-belt overcrossing structure(the"Overcrossing") to transport material being extracted from the west side of the railroad tracks to Licensee's aggregate processing plant located on the east side of the tracks, as shown in the plans attached hereto as Exhibit"A"; NOW, THEREFORE, City, for and in consideration of the fee(s) to be paid by Licensee and of the covenants,terms, conditions and agreements herein to be kept and performed by Licensee, hereby grants to Licensee the right or license to upgrade the Private Road Crossing and to construct and to utilize the Overcrossing upon the terms and conditions herein. 1. DEFINITIONS: 1.1 The term"Licensee" herein shall mean Miles Sand and Gravel Company and any affiliated associations, partnerships, governmental bodies or individuals as the case may be. The term"Licensee" shall also include Licensees' agents, employees, servants, sublicensees and invitees. All words herein referring to Licensee shall be taken to be of such number and gender as the context may require. 1.2 The term"City"herein shall include all servants, agents or employees of the City of Yelm. Page 3 of 20 180435/021903 1155/57820003 1.3 The term"Crossing" herein shall include the Private Road Crossing with its track crossings, approaches, roadways, drainage facilities, warning devices, signals and wire lines, gates, barricades, signs, appliances and any ancillary facilities, and the Overcrossing. 1.4 The term"Overcrossing" herein shall refer to an enclosed overhead conveyor-belt overcrossing structure at the Crossing for the transportation of material being extracted on the west side of the railroad tracks to Licensee's aggregate processing plant located on the east side of said tracks. 1.5 The term"Maintenance"herein shall include keeping all vegetation within the area(s) outlined in red on the print attached hereto as Exhibit "B" and identified thereon as "Sight Clearance Area(s)" cut to a height not exceeding two feet (2) above ground level, and keeping said"Sight Clearance Area(s)" free of parked vehicles and other obstructions. 2. USE LIMITATIONS: 2.1 This license is subject to: (a) all encumbrances, conditions, covenants and easements applicable to City's title to or rights in the subject property; (b) any existing public utilities and other pipe or wireline facilities located in, on, over, under or across the Crossing; (c) all instruments, easements, agreements and rights therefor, recorded or not; and(d) compliance by Licensee with terms and conditions herein. 2.2 The Crossing shall be used by Licensee or its business invitees only 1) as a private road for the purpose of Licensee's vehicular or pedestrian access to/from Licensee's properties on either side of the Crossing, and for the purpose of moving equipment between Licensee's said properties all by means of the Private Road Crossing, and 2) to transport material excavated by Licensee on the west side of the railroad tracks to Licensee's aggregate processing plant on the east side of the railroad tracks by means of the Overcrossing. 2.3 This Agreement is a personal license to Licensee and Licensee will not allow any person(s) other than Licensee and its business invitees to use said Crossing without the prior written consent of City. 2.4 Licensee, at its sole cost and expense, shall erect and permanently maintain"PRIVATE ROAD -- RESTRICTED USE" sign(s) or other signs indicating the private nature and limited use of the Crossing, at location(s) adjacent to said Crossing designated by City. It shall also erect and permanently maintain, at its sole cost and expense, "STOP" signs on both sides of the Crossing. Licensee shall erect and permanently maintain signage in compliance with any Washington Utilities and Transportation Commission requirements, in addition to those set forth in this subsection. 2.5 Without separate written consent of City, Licensee shall not dedicate nor permit Crossing to be used for any purpose or in any manner that might in any way make said Crossing a public crossing or subject it to any public servitude. Page 4 of 20 180435/021903 1155/5782(Y)03 t � 2.6 City reserves and excepts unto itself the paramount right to continue occupy, possess and use the area of the Crossing(s) for any and all City purposes. sh s in itsfi rs fvrthe Crossk�t. 2.7 Licensee shall use said Crossing in accordance with all rules and regulations of City and of any other public authority having jurisdiction over railroad +D � grade crossings including, but not limited to,the Federal Railroad Administration and ti Washington Utilities and Transportation Commission, or their successors, if any._,, io 3. FEES: V 3.1 Upon execution of this Agreement, Licensee shall pay City: (a) A reimbursement of any outside costs (professional or otherwise) incurred by the City in the development of this Agreement and in the ongoing review, inspection and approval of the Crossing ("Reimbursement Amount"). Such Reimbursement Amount shall include, but shall not be limited to,those amounts paid by the City in complying with the requirements of the Washington State Department of Transportation-Rail Division, and in obtaining and maintaining any applicable state and federal permits. Such Reimbursement Amount due to City shall not exceed FIVE THOUSAND U.S. dollars ($5,000.00) in any given calendar year. Any reimbursable amount incurred by City in excess of the$5,000.00 yearly maximum shall be rolled forward and included in the Reimbursement Amount for the following calendar year. (b) An Annual License Fee of FIFTY U.S. Dollars ($50.00) and shall thereafter pay such non-refundable Annual License Fee on each anniversary of the Effective Date of this Agreement until terminated. Such Annual License Fee shall be subject to periodic review and adjustment at the sole discretion of City. 3.2 Thereafter, on each anniversary of the Effective Date of this Agreement (until terminated), Licensee shall also pay to City an Annual Supplemental Maintenance Fee, of FIVE HUNDRED U.S. Dollars ($500.00). City reserves the right to increase said Annual Supplemental Maintenance Fee, in proportion to the increase in Engineering News Record Construction Cost Index (Annual Average), issued in December preceding each anniversary date of this Agreement over such Annual Average Index issued in the preceding December, and for any increase in maintenance costs (including repairs, replacement or obsolescence) of any Crossing Warning Devices (signalization). 3.3 Payment by Licensee of any Annual License Fee or Annual Supplemental Maintenance Fee shall not be held to create an irrevocable license for any period. 3.4 Licensee shall also indemnify City against, and shall pay or reimburse City for increased fees to the City resulting from any additional taxes and assessments levied solely on account of the existence of said upgraded Crossing. Page 5 of 20 180435/021903 1155/57820003 4. CONSTRUCTION, MAINTENANCE: 4.1 Private Road Crossing and any upgrades thereto (including the necessary appurtenances, approaches, roadway, curbs, gutters, shoulders, slopes, fills and cuts and drainage thereof) shall be designed, constructed, and thereafter maintained, at the sole cost and expense of Licensee. 4.2 Licensee's Overcrossing shall also be designed, constructed, and thereafter maintained, at the sole cost and expense of Licensee. 4.3 Construction of both the Private Road Crossing upgrades and the Overcrossing shall not commence prior to Licensee having received final written approval of their design and construction by the City's Designated Engineer for the Yelm-Roy Prairie Line("YRPL Engineer"). City shall not unreasonably withhold such approval. 4.4 Design requirements for the Crossing include, but are not limited to, the following: (a) The location and construction of the Crossing (which by definition includes both the upgraded Private Road Crossing and the Overcrossing) shall comply with any and all permitting requirements (including the Pierce County permit requirements) and with all applicable environmental regulations and requirements (including any applicable restricted floodplain/wetland laws, regulations and requirements associated with nearby Murray Creek). (b) The structural supports for the Overcrossing on either side of the tracks shall be placed at a minimum distance from the track centerline to be determined by the YRPL Engineer to accommodate the possible future addition of additional track(s). (c) The Overcrossing's minimum vertical clearance height shall be twenty-three feet and six inches (23'6") to ensure adequate clearance for double-stack container cars on the tracks. (d) The design of the Private Road Crossing and the Overcrossing shall take into account the City's YRPL Engineer's design requirements in order to accommodate the future construction of a recreational trail on the railroad right-of-way. 4.5 Licensee shall furnish all of the labor and materials required to build the Overcrossing, to upgrade the Private Road Crossing, and to do all necessary grading for the approaches. 4.6 Licensee, at its sole cost and expense, shall maintain all approachways, and shall keep the Crossing and designated Sight Clearance Area(s) at all times free and clear of all spilled materials, ice, snow, mud, debris and all obstructions (including parked vehicles) to satisfaction of City. Page 6 of 20 180435/021903 1155/57820003 4.7 Licensee shall perform its construction and maintenance under this Agreement, or cause all Licensee's construction and maintenance under this Agreement to be performed, in a prudent and workmanlike manner, in conformity with any applicable statutes, orders,rules, regulations and specifications of any public authority having jurisdiction over the Crossing and under conditions satisfactory to and approved by City. 4.8 In the event Licensee contracts for the performance of any Crossing work, Licensee shall require its contractor(s) and/or subcontractor(s)to comply with all of the terms of this Agreement. 4.9 In the event Licensee fails, in the judgment of City,to comply with any construction or maintenance requirement of this Agreement, City, without waiving any other provision of this Agreement, may either furnish the labor and materials required to do such work, at the sole cost and expense of Licensee, or terminate this Agreement in accordance with Article 11 hereof. 4.10 Licensee shall be solely responsible for any relocation or protective encasement of any subsurface pipe or wire lines (telephone, electrical power transmission or distribution, fiber optic, cable television, water, sewer, gas or petroleum products, et al.) and for necessary relocation of surface structures or facilities (fences, towers,poles, etc.) incident to Licensee's construction(or reconstruction or upgrade)of the Crossing. 5. DRAINAGE: 5.1 Licensee shall not interfere with, or permit its contractors to interfere with, the existing drainage facilities within the approachways or underneath said Crossing. 5.2 Licensee shall furnish, install and maintain, at Licensee's sole expense and in a manner satisfactory to City, necessary drainage pipe and culverts ("Drainage Facilities") within the approachways and underneath said Crossing, on each side of said track(s), to accept drainage from the roadbed and Overcrossing and keep drainage from the track(s) and the City's right-of-way. Said Drainage Facilities shall be constructed to not drain into/toward nearby Murray Creek, and shall be constructed to comply with any and all permitting requirements (including the Pierce County permit) and with all applicable environmental regulations and requirements (including any applicable restricted floodplain/wetland laws, regulations and requirements associated with nearby Murray Creek). 6. PERMITS: 6.1 Before any construction hereunder is performed, Licensee, at its sole cost and expense, shall obtain the City's approval of its plans, and obtain any necessary permits or licenses from all Federal, State or local public authorities having jurisdiction over the Crossing or City's rail right-of-way and shall thereafter observe and comply with said licenses and permits, with the requirements of such public authorities, and with all applicable laws, rules and regulations and modifications thereof. Page 7 of 20 180435/021903 1155/57820003 6.2 City shall cooperate with Licensee in obtaining and complying with any Federal, State or local permits relative to Licensee's Crossing. 6.3 Licensee shall defend,protect and hold City harmless for failure to obtain permits and licenses, for any violation thereof, or for costs or expenses of compliance or remediation. 7. BARRICADES, GATES, SIGNALS: 7.1 Licensee shall, at its sole cost and expense, furnish, construct and maintain at the Crossing, any and all items required by state or federal law, including, if required, any gate(s), barricade(s), sign(s), flashing light signals, and/or grade crossing warning device(s),the provision of permanent flaggers or other protective services. 7.2 The operation of barriers and other warning devices and the performance of said protective services shall be in accordance with any applicable public requirements or regulations including but not limited to the Washington Utilities and Transportation Commission(if applicable) and the Federal Railroad Administration(if applicable). Licensee shall keep all such gates and barricades closed and locked when Crossing is not in actual use by authorized parties. 7.3 After any Crossing signals have been placed in service, Licensee will operate and maintain said signals, at the sole expense of Licensee. Costs of such signal maintenance and operation(including electric current)will be reviewed periodically, and the amount billed will be revised accordingly. In addition to said signal maintenance and operation expense, Licensee shall reimburse City, within sixty(60) days after receipt of itemized bill from City, (a)the cost of upgrading said signals to prevent obsolescence and (b) the cost of repairing or replacing said signals as a result of damages thereto, howsoever resulting. If Licensee fails or refuses to maintain and/or provide or pay costs thereof, City may terminate this Agreement as provided for in Article 11. 8. OPERATIONAL SAFETY: 8.1 Licensee shall use the highest degree of care in the operation and use of said Crossing. 8.2 If required by state or federal law, licensee shall erect and thereafter maintain, all at Licensee's cost: reflectorized"Railroad Crossing"crossbuck signs on each side of the Crossing, clearly visible to vehicular traffic approaching the Crossing from either side, and advising of the number of track(s)to be crossed; signage on each side of the Overcrossing clearly visible from rail traffic approaching from either direction, and advising of the Overcrossing's overhead clearance height. Licensee shall be solely responsible for periodically inspecting such signs to insure that same are in place and visible. Licensee shall comply with any and all state and federal laws, regulations and requirements concerning signage and other operational safety issues. Page 8 of 20 180435/021903 1155/37820003 9. EXPLOSIVES: 9.1 In the construction and/or maintenance of said Crossing, Licensee shall not use explosives of any type or perform or cause any blasting without the separate express prior written consent of City. In the event such consent is extended, a representative will be assigned by City to monitor,and Licensee shall reimburse City for the entire cost and/or expense of furnishing said monitor. 9.2 Neither Licensee nor Licensee's contractor(s), agent(s) or employee(s), or business invitees may transport, carry or haul any explosive, flammable, combustible or other hazardous or dangerous materials, goods or commodities across track(s)of City without separate prior written consent of City. Such restrictions shall not apply to gasoline or diesel fuel in the vehicular fuel supply tanks of any vehicle or equipment passing over Crossing. 10. ALTERATIONS, TRACK CHANGES: 10.1 Whenever any repairs or changes are made to City's right-of-way or track, or if additional track(s) are laid at the site of the Crossing, necessitating repairs to, alteration of, or relocation of the Crossing, Lessee shall pay for or shall furnish labor and materials to make such repairs to, alterations to, or relocation of the Crossing. 10.2 In the event that City's operating and/or maintenance needs or uses require any change(including any raising, lowering, or additions to), relocation or improvement in its right-of-way, track(s), structures,roadbed, rail communication or other facilities (including fiber optic cable),which necessitate any change of location,height or depth of Crossing, Licensee shall make such changes in Crossing and/or the grading, approaches or drainage, within thirty(30) days after notice in writing from City, all at Licensee's sole cost and expense, and upon plans and specifications approved by City. 10.3 If Licensee desires to revise, relocate or change in all or any part of said Crossing, or if Licensee is required to change or alter Crossing, drainage or approachways, plans therefor shall be submitted to City for approval before any such change is made. 10.4 After change or alteration, the terms and conditions of this Agreement shall apply thereto. 11. TERM, TERMINATION, REMOVAL: 11.1 The term("Term") of this Agreement shall be a period of five(5)years from the date hereof and the Agreement shall remain in effect from month to month thereafter, until terminated by either party upon giving to the other thirty(30) days' written notice of such termination. 11.2 Upon failure of Licensee to perform or comply with any term, covenant, clause, or condition herein contained(a"Breach"),this Agreement may be terminated immediately upon notice by City. After such notice of breach, City may barricade or Page 9 of 20 180435/021903 1155/57820003 otherwise block said Crossing (and stop Licensee's use of the Overcrossing)until removed by Licensee, at sole risk and expense of Licensee. -N ZQGt✓S 11.3 On the condition that Licensee is t7ent nreach os Agreement, City grants to Licensee the option to extend this Agr for one(1) additional extended period of five(5)years (the"Extended Term"). The Extended Term will commence on the day following expiration of the initial Term. Except as to any changes to the Agreement agreed to by both parties at the time of Licensee's exercise of said extension, a� all of the provisions of this Agreement will remain in effect during the Extended Term. Licensee may not exercise its extension option if and so long as Licensee is in Breach of this Agreement. Licensee's exercise of the extension option shall be by written notice given to City not later than twelve(12)months prior to expiration of the initial Term. 11.4 Within thirty(30) days after termination of this Agreement, unless the parties hereto otherwise agree, said Crossing (which includes the Overcrossing) shall be removed, all approaches barricaded, and right-of-way of City restored in a manner satisfactory to City, all at the sole cost and expense of Licensee. All removal and restoration work to be performed on that portion of said Crossing between the rails of said track(s)and for two feet (2')beyond each outermost rail shall be done by City, at Licensee's sole cost and expense. 11.5 If Licensee fails to make removal as in Section 11.3, City may remove same,by City employee or contract forces, at Licensee's sole risk, cost and expense. 11.6 All rights which Licensee may have hereunder shall cease and end upon the termination date so specified;provided, however, that termination of this Agreement shall not in any manner affect any claims and liability which may have arisen or accrued hereunder prior to termination, and which, at the time of termination, have not been satisfied. 12. RISK, LIABILITY, INDEMNITY: 12.1 Licensee, recognizing that any use of City property, tracks and right-of- way involves increased risks, expressly assumes all risk of loss and damage to, and waives any right to ask or demand damages for, Property of Licensee, or any part thereof, at the Crossing, including loss of or interference with the use of service thereof, regardless of cause, including: (a) any fault, failure or negligence of City in the construction, operation or maintenance of the Crossing, or in rail operations on or over the Crossing; and/or(b) any fire, regardless of the source or origin thereof. For this Section, the term"Property of Licensee" shall include property of third parties situated or placed upon City's right-of-way by Licensee or by such third parties at request of or for the sole benefit of Licensee. 12.2 Licensee, with the recognition above, and as further consideration for the grant of this crossing right, also assumes all liability for, and releases and agrees to (all with counsel acceptable to the City), defend, indemnify, protect and save City harmless from and against: Page 10 of 20 180435/021903 1155/57820003 (a) all loss of or damage to any other property, including property in the care, custody or control of City and of third parties, now situated or which may be placed at the Crossing or adjacent thereto, and the loss of or interference with any use or services thereof, and (b) all loss and damage on account of injury to or death of any and all persons (including but not limited to employees, invitees and patrons of the parties hereto)on the Crossing; and (c) all claims and liability for such loss and damage and cost and expenses thereof, arising out of, resulting from, or connected in any manner with the construction, reconstruction, maintenance, upgrade, existence, use, condition,repair, change, relocation or subsequent removal of said Crossing (which as defined, includes the Overcrossing), any parts thereof or appurtenant structures,regardless of cause, even if occurring or resulting from the sole or joint fault, failure or negligence of City, including such loss, damage or injury: (i) caused in whole or in part by the fault, failure or negligence of City; or(ii) caused in whole or in part by the fault, failure or negligence of Licensee; or(iii)resulting from the creation of this license and the additional hazards that this Crossing imposes upon City's operations. Should any dispute arise concerning Licensee's obligation under this Agreement to defend, indemnify, protect and save City harmless from and against liability from any particular incident, Licensee shall first defend, indemnify,protect and save City harmless. Thereafter, upon final completion of said defense, indemnification and protection, Licensee and City shall arbitrate the dispute concerning the scope of Licensee's obligation. 12.3 For the purposes of these Liability and Indemnity provisions only, all persons, including the employees and/or servants of City and of Licensee, or employees of any independent or subcontracting third parties engaged in any construction or maintenance activities at the Crossing, in any of the work described in this Agreement, shall be deemed to be the sole contractors of Licensee while so engaged. 12.4 All obligations of Licensee under this Agreement to release, indemnify and hold City harmless shall also extend to companies and other legal entities that control, are controlled by, are subsidiaries of or are affiliated with City, and their respective officers, agents, employees and servants. 12.5 Licensee shall promptly(within thirty(30) days) advise City in writing, by Certified Mail of any claims made against Licensee and/or City under this Agreement or from use of the Crossing. 13. INSURANCE: 13.1 Because Licensee and/or its agents or contractor(s)must perform construction or demolition operations within fifty feet(50')of any operated City track(s), or affecting a City bridge, trestle, tunnel, track(s),roadbed, overpass or underpass, Licensee, at its sole cost, shall obtain a Railroad Protective Liability(RPL) Policy Page 11 of 20 180435/021903 1155/57820003 naming CITY as the insured, for the period of actual construction or demolition in the amount of TWO MILLION U.S. Dollars per occurrence/SIX MILLION U.S. Dollars aggregate($2MM/6MM). Any and all exclusions related to work or any other activities related to use, operation, installation, maintenance, repairs, removal, et al. within fifty feet (50') of a railroad track shall be deleted from all insurance policies obtained for the Private Road Crossing upgrade and Overcrossing construction. 13.2 Prior to commencement of any use of the Crossing, Licensee shall procure and shall thereafter maintain during continuance of this Agreement, at its sole cost and expense, Commercial General Liability(CGL) Insurance covering liability assumed by Licensee under this Agreement,with coverage of not less than TWO MILLION U.S. Dollars per occurrence/SIX MILLION U.S. Dollars aggregate($2MM/6MM) for bodily injury and property damage. Any and all exclusions related to work or any other activities related to use,operation, installation, maintenance, repairs, removal, et al. within fifty feet (50)of a railroad track shall be deleted from said policy. The CGL policy shall be endorsed to provide for thirty(30)days' notice in writing to City's Director-Casualty Insurance, at the address above, prior to termination of or change in the coverage provided. 13.3 If CGL coverage is written on a public liability insurance form, Insurance Services Office endorsement GL-99-18 must be added to the policy to extend the definition of"incidental contract"to include any easement or license agreement in connection with vehicle or pedestrian City crossings at grade. If said CGL policy is written on a"Claims Made"basis rather than"Per Occurrence"basis, Licensee shall arrange for adequate time for reporting losses. Failure to arrange adequate reporting time shall be Licensee's sole risk. 13.4 Said Crossing shall not be opened for private traffic contemplated under this agreement until said CGL insurance coverage is placed in effect and written notice thereof is given to City. In the event said CGL insurance is cancelled, or is allowed to lapse, Crossing shall be subject to immediate closure and removal by City upon notice to Licensee, all at Licensee's cost. 13.5 City may at any time request evidence of insurance purchased by Licensee to comply with this Article and may demand that Licensee purchase insurance deemed adequate by City. Failure of Licensee to comply within thirty(30) days of City's demand shall be an event of default subject to termination in Article 11. 13.6 Furnishing of insurance by Licensee shall not limit Licensees liability under this Agreement, but shall be additional security therefor. 14. BREACH, WAIVER: 14.1 Any waiver by either party at any time of its rights as to anything herein contained shall not be construed as a permanent waiver of such covenant or condition, or any subsequent breach thereof, unless such covenant or breach is waived in writing by said party. Page 12 of 20 180435/021903 1155/57820003 14.2 Neither the failure of City to object to any work done, material used, or method of construction or maintenance of said Crossing, nor any approval given or supervision exercised by City shall be construed as an admission of liability or responsibility by City, or as a waiver by City of any of the obligations, liability and/or responsibility of Licensee. 15. NOTICE(S): 15.1 Before doing any work on City's right-of-way, Licensee shall give City's City Administrator and Director of Public Works at least five(5) days' written notice. 15.2 All other notices and communications concerning this Agreement shall be addressed to the following: (a) If to City, to: Shelly Badger City Administrator City of Yelm 105 Yelm Avenue West, P.O. Box 479 Yelm, Washington 98597 (a) If to Licensee, to: Jerry Trudeau Vice President &General Manager Miles Sand and Gravel Company 1201 M Street SE P.O. Box 130 Auburn, WA 98071-0130 15.3 Unless otherwise expressly stated herein, all such notices shall be in writing and sent via Certified or Registered Mail-Return Receipt Requested, or by courier, and shall be effective upon(a) actual receipt or(b) addressee's refusal of delivery. 16. TITLE: 16.1 Licensee shall not at any time own or claim any right, title or interest in or to City's property occupied by Licensee's Crossing, nor shall the exercise of this Agreement for any length of time give rise to any title to said property, or any right or interest in Licensee other than the license created hereby. Page 13 of 20 180435/021903 1155/57820003 17. GENERAL PROVISIONS: 17.1 Neither this Agreement nor any provision hereof or agreement or provision included herein by reference shall operate or be construed as being for the benefit of any third person. 17.2 This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of City, and the legal representatives, successors or assigns of Licensee, as the, case may be, but,this license is a personal privilege granted to Licensee and therefore no assignment sublease or sublicense hereof or of any rights or obligations hereunder shall be valid for any purpose without the prior written consent of City. 17.3 This Agreement contains the entire understanding between the parties hereto, and cannot be changed, altered, amended or modified, except by written instrument subsequently executed by the parties hereto. 17.4 Neither the form nor any language of this Agreement shall be interpreted or construed in favor of or against either party hereto. 17.5 This Agreement is executed under current interpretation of applicable Federal, State, County, Municipal or other local statute,ordinance or law. Each separate division(paragraph, clause, item, term, condition, covenant or agreement)herein shall have independent and severable status from each other separate division for the determination of legality, so that if any separate division is determined to be void, voidable, invalid or unenforceable for any reason, such determination shall have no effect upon the validity or enforceability of each other separate division herein contained, or any other combination thereof. Page 14 of 20 180435/021903 1155/57820003 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate, each of which shall be evidence of this Agreement but which shall constitute but one agreement as of the day and year first above written. AGREED TO AND ACKNOWLEDGED: Witness for City: CITY OF YELM, WASHINGTON By: Its: Witness for Licensee: MILES SAND AND GRAVEL COMPANY By: Its: Page 15 of 20 180435/021903 1155/57820003 On this day of , 2003, before me, , personally appeared on behalf of City of Yelm, Washington, a municipal corporation in the State of Washington, who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. Notary Public in and for the State of WASHINGTON Printed Name: My appointment expires: On this day of , 2003, before me, personally appeared on behalf of Miles Sand and Gravel Company, a Washington corporation, who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. 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Washk On Roy, Washington Page 20 of 20 file://C:\WINDOWS\TEMP\Dsc00282.jpg 8/23/02 Page 1 of 2 Shelly Badger From: "Charles Burnham" <Ceb@deainc.com> To: <shelly@yelmtel.com> Sent: Thursday, February 20, 2003 5:26 PM Subject: Re: Miles Crossing Agreement(2/19/03 Version) Shelly, We will have the exhibit to you for your meeting on Wednesday 2/26. It will be 11"x17"so that it is easier to reproduce. In response to your voice mail regarding the Rail Assistance Program, I have assisted several clients with applications in the past. I would be happy to help out with yours. As you have correctly surmised, one of the main considerations is the economic impact. Another important criteria is the number of truck trips that may be eliminated from the state highway network by changing to rail shipment. There are potentially large savings to WSDOT in wear and damage from trucks if the rail improvements can reduce truck trips. I will call you tomorrow to discuss. Charlie B. >>> "Shelly Badger" <shelly@yelmtel.com> 02/20/03 08:50AM >>> Charlie, is it possible to have the exhibit by close of business Wed. 2-26, so I can add it to the Council packets for that evening's meeting? That way they will have all exhibits prior to taking action. Let me know if that works for you. Thanks, Shelly Shelly Badger Yelm City Administrator P.O. Box 479, Yelm, WA 98597 360-458-8405 shelly@yelmtel.com ----- Original Message ----- From: Taro Kusunose To: 'Charles Burnham' ; Taro Kusunose Cc: sh�yelmtel.com ; Steve Day Sent: Wednesday, February 19, 2003 7:26 PM Subject: RE: Miles Crossing Agreement(2/19/03 Version) Notice: This is a confidential communication;it may also be privileged. If you are not the intended recipient,please advise the sender at(206)268-8646 and then immediately delete this communication,including any attachments,without reading or disclosing its contents. Thank you. Charlie: I will defer to your judgment on the Exhibit. Shelly can tell you when she will need it by. As for what needs to be on the Exhibit, we need to make sure that Miles complies with all fed, state requirements, if any, and then add to that whatever you feel would be prudent to require Miles to do for maintenance under 1.5, 4.6 and 4.7. Let me know. Taro Taro Kusunose Attorney Betts,Patterson&Mines,P.S. Seattle,Washington USA (206)268-8646[direct-dial] For additional information,please visit: www.bpmlaw.com -----Original Message----- From: Charles Burnham[mailto:Ceb@deainc.com] Sent: Wednesday, February 19,2003 7:00 PM To: tkusunose@bpmlaw.com 2/21/2003 Page 2 of 2 Cc: shelly@yelmtel.com Subject: Re: Miles Crossing Agreement(2/19/03 Version) Taro, We would be happy to prepare Exhibit B. What size sheet should it be prepared on? Would 11"x17" work? That way we can use a drawing scale(perhaps 1" = 100')that will show a little more detail and be easier to read. We will include the bridge as a reference landmark. I believe that we have mapping that includes the R/W width and track alignment. Should we depict gate locations, approximate road alignment, location of the overhead conveyor, etc? Any other information that should be included on the exhibit? We will prepare a draft for review before finalizing the exhibit. Charlie >>> Taro Kusunose <tkusunose@bpmlaw.com> 02/19/03 12:13PM >>> Notice: This is a confidential communication;it may also be privileged If you are not the intended recipient,please advise the sender at(206) 268-8646 and then immediately delete this communication,including any attachments,without reading or disclosing its contents. Thank you. Charlie: The Miles Crossing Agreement has been moving along, and we are getting close to finalizing it. At Section 1.5 of the agreement(attached), we refer to an Exhibit"B,"which would map out the areas around the crossing that Miles would have a responsibility to keep maintained. Is this something that you guys can prepare? Please let me or Shelly know. Thanks. Taro Taro Kusunose Attorney Betts,Patterson&Mines,P.S. Seattle,Washington USA (206)268-8646[direct-dial] For additional information,please visit: www.bpmlaw.com 2/21/2003 Page IofI Shelly Badger From: "Shelly Badger" <shelly@yelmtel.com> To: "Jerry Trudeau" <jerryt@gravelpits.com> Cc: "Adam Rivas" <AGRivas@ywave.com>; "Joe Williams" <willgrpjsw@aol.com> Sent: Wednesday, February 19, 2003 2:48 PM Subject: Crossing agreement Jerry, attached is the latest version of the Crossing Agreement which incorporates both the RAC and our insurance risk manager's comments. A hard copy will be mailed tomorrow for proposed action of the City Council on 2-26. Let me know if you have any concerns/questions with this latest version. The main sections that were changed are- * Section 3.1 - Fees incorporating RAC recommendation. *Section 4.4(a) - adding Pierce County permit language involving Murray Creek. *Section 5.2 - adding Pierce County permit language related to drainage and Murray Creek. *Section 7.1 - tying any future crossings required to state and/or federal law related to such. *Section 11 .3 - adding an optional 1 extension period of 5 years to the agreement. *Section 13 - changes made related to insurance, specifically in Section 13.1 . *Section 15.2 - I filled in your name as the contact, is this correct? Let me know your comments. Thanks, Shelly Shelly Badger Yelm City Administrator P.O. Box 479, Yelm, WA 98597 360-458-8405 shelly&velmtel.com 2/19/2003 PRIVATE ROAD GRADE CROSSING AND OVERCROSS AGREEMENT THIS PRIVATE ROAD GRADE CROSSING AND OVERCROSS AGREEMENT("Agreement"), made as of this (the"Effective Date"), by and between the City of Yelm, a municipal corporation in the State of Washington, whose mailing address is 105 Yelm Avenue West, P.O. Box 479, Yelm, Washington 98597, hereinafter called"City,"party of the first part, and Miles Sand and Gravel Company, a Washington corporation whose mailing address is 1220 M Street SE, P.O. Box 130, Auburn, WA 98071, hereinafter called"Licensee,"party of the second per; WITNESSETH: WHEREAS, Licensee has utilized a private road crossing across The Burlington Northern and Santa Fe Railway Company("BNSF")track, located approximately 714 feet north of the railroad trestle over Murray Creek, near the City of Roy, Washington (the"Private Road Crossing") since approximately 1989; AND WHEREAS, on or about November 16, 2000, City acquired BNSF's rail line and rail corridor ownership interests in its rail line segment between Milepost 20.99 in Roy, Washington, and Milepost 25.56 in Yelm, Washington; AND WHEREAS, Licensee now desires to: 1) upgrade the Private Road Crossing in order to allow increased vehicular traffic, and in order to handle heavy equipment; and 2)to construct and to utilize at said crossing, an enclosed overhead conveyor-belt overcrossing structure(the"Overcrossing") to transport material being extracted from the west side of the railroad tracks to Licensee's aggregate processing plant located on the east side of the tracks, as shown in the plans attached hereto as Exhibit "A"; NOW, THEREFORE, City, for and in consideration of the fee(s)to be paid by Licensee and of the covenants,terms, conditions and agreements herein to be kept and performed by Licensee, hereby grants to Licensee the right or license to upgrade the Private Road Crossing and to construct and to utilize the Overcrossing upon the terms and conditions herein. 1. DEFINIITIONS: 1.1 The term"Licensee" herein shall mean Miles Sand and Gravel Company and any affiliated associations, partnerships, governmental bodies or individuals as the case may be. The term"Licensee" shall also include Licensees' agents, employees, servants, sublicensees and invitees. All words herein referring to Licensee shall be taken to be of such number and gender as the context may require. 1.2 The term"City"herein shall include all servants, agents or employees of the City of Yelm. 180435/022003 0921/59820003 1.3 The term"Crossing"herein shall include the Private Road Crossing with its track crossings, approaches, roadways, drainage facilities, warning devices, signals and wire lines, gates, barricades, signs, appliances and any ancillary facilities, and the Overcrossing. 1.4 The term"Overcrossing" herein shall refer to an enclosed overhead conveyor-belt overcrossing structure at the Crossing for the transportation of material being extracted on the west side of the railroad tracks to Licensee's aggregate processing plant located on the east side of said tracks. 1.5 The term"Maintenance"herein shall include keeping all vegetation within the area(s) outlined in red on the print attached hereto as Exhibit "B" and identified thereon as "Sight Clearance Area(s)"cut to a height not exceeding two feet (2') above ground level, and keeping said"Sight Clearance Area(s)" free of parked vehicles and other obstructions. 2. USE LIMITATIONS: 2.1 This license is subject to: (a) all encumbrances, conditions, covenants and easements applicable to City's title to or rights in the subject property; (b) any existing public utilities and other pipe or wireline facilities located in, on, over, under or across the Crossing; (c) all instruments, easements, agreements and rights therefor, recorded or not; and(d) compliance by Licensee with terms and conditions herein. 2.2 The Crossing shall be used by Licensee or its business invitees only 1) as a private road for the purpose of Licensee's vehicular or pedestrian access to/from Licensee's properties on either side of the Crossing, and for the purpose of moving equipment between Licensee's said properties all by means of the Private Road Crossing, and 2) to transport material excavated by Licensee on the west side of the railroad tracks to Licensee's aggregate processing plant on the east side of the railroad tracks by means of the Overcrossing. 2.3 This Agreement is a personal license to Licensee and Licensee will not allow any person(s) other than Licensee and its business invitees to use said Crossing without the prior written consent of City. 2.4 Licensee, at its sole cost and expense, shall erect and permanently maintain"PRIVATE ROAD -- RESTRICTED USE"sign(s) or other signs indicating the private nature and limited use of the Crossing, at location(s) adjacent to said Crossing designated by City. It shall also erect and permanently maintain, at its sole cost and expense, "STOP" signs on both sides of the Crossing. Licensee shall erect and permanently maintain signage in compliance with any Washington Utilities and Transportation Commission requirements, in addition to those set forth in this subsection. 2.5 Without separate written consent of City, Licensee shall not dedicate nor permit Crossing to be used for any purpose or in any manner that might in any way make said Crossing a public crossing or subject it to any public servitude. - 2 - 180435/022003 0919/57820003 2.6 City reserves and excepts unto itself the paramount right to continue to occupy, possess and use the area of the Crossing(s) for any and all City purposes. City shall not be obligated to make cuts in its trains for the Crossing. 2.7 Licensee shall use said Crossing in accordance with all rules and regulations of City and of any other public authority having jurisdiction over railroad grade crossings including, but not limited to, the Federal Railroad Administration and the Washington Utilities and Transportation Commission, or their successors, if any. 3. FEES: 3.1 Upon execution of this Agreement, Licensee shall pay City: (a) A reimbursement of any outside costs (professional or otherwise) incurred by the City in the development of this Agreement and in the ongoing review, inspection and approval of the Crossing ("Reimbursement Amount"). Such Reimbursement Amount shall include, but shall not be limited to,those amounts paid by the City in complying with the requirements of the Washington State Department of Transportation-Rail Division, and in obtaining and maintaining any applicable state and federal permits. Such Reimbursement Amount due to City shall not exceed FIVE THOUSAND U.S. dollars ($5,000.00)in any given calendar year. Any reimbursable amount incurred by City in excess of the $5,000.00 yearly maximum shall be rolled forward and included in the Reimbursement Amount for the following calendar year. (b) An Annual License Fee of FIFTY U.S. Dollars ($50.00) and shall thereafter pay such non-refundable Annual License Fee on each anniversary of the Effective Date of this Agreement until terminated. Such Annual License Fee shall be subject to periodic review and adjustment at the sole discretion of City. 3.2 Thereafter, on each anniversary of the Effective Date of this Agreement (until terminated), Licensee shall also pay to City an Annual Supplemental Maintenance Fee, of FIVE HUNDRED U.S. Dollars ($500.00). City reserves the right to increase said Annual Supplemental Maintenance Fee, in proportion to the increase in Engineering News Record Construction Cost Index(Annual Average), issued in December preceding each anniversary date of this Agreement over such Annual Average Index issued in the preceding December, and for any increase in maintenance costs(including repairs, replacement or obsolescence) of any Crossing Warning Devices (signalization). 3.3 Payment by Licensee of any Annual License Fee or Annual Supplemental Maintenance Fee shall not be held to create an irrevocable license for any period. 3.4 Licensee shall also indemnify City against, and shall pay or reimburse City for increased fees to the City resulting from any additional taxes and assessments levied solely on account of the existence of said upgraded Crossing. - 3 - 180435/022003 0919/57820003 4. CONSTRUCTION, MAINTENANCE: 4.1 Private Road Crossing and any upgrades thereto (including the necessary appurtenances, approaches, roadway, curbs, gutters, shoulders, slopes, fills and cuts and drainage thereof) shall be designed, constructed, and thereafter maintained, at the sole cost and expense of Licensee. 4.2 Licensee's Overcrossing shall also be designed, constructed, and thereafter maintained, at the sole cost and expense of Licensee. 4.3 Construction of both the Private Road Crossing upgrades and the Overcrossing shall not commence prior to Licensee having received final written approval of their design and construction by the City's Designated Engineer for the Yelm-Roy Prairie Line("YRPL Engineer"). City shall not unreasonably withhold such approval. 4.4 Design requirements for the Crossing include, but are not limited to, the following: (a) The location and construction of the Crossing (which by definition includes both the upgraded Private Road Crossing and the Overcrossing) shall comply with any and all permitting requirements (including the Pierce County permit requirements) and with all applicable environmental regulations and requirements (including any applicable restricted floodplain/wetland laws, regulations and requirements associated with nearby Murray Creek). (b) The structural supports for the Overcrossing on either side of the tracks shall be placed at a minimum distance from the track centerline to be determined by the YRPL Engineer to accommodate the possible future addition of additional track(s). (c) The Overcrossing's minimum vertical clearance height shall be twenty-three feet and six inches (23'6")to ensure adequate clearance for double-stack container cars on the tracks. (d) The design of the Private Road Crossing and the Overcrossing shall take into account the City's YRPL Engineer's design requirements in order to accommodate the future construction of a recreational trail on the railroad right-of-way. 4.5 Licensee shall furnish all of the labor and materials required to build the Overcrossing, to upgrade the Private Road Crossing, and to do all necessary grading for the approaches. 4.6 Licensee, at its sole cost and expense, shall maintain all approachways, and shall keep the Crossing and designated Sight Clearance Area(s) at all times free and clear of all spilled materials, ice, snow, mud, debris and all obstructions (including parked vehicles) to satisfaction of City. - 4 - 180435/022003 0919/57820003 4.7 Licensee shall perform its construction and maintenance under this Agreement, or cause all Licensee's construction and maintenance under this Agreement to be performed, in a prudent and workmanlike manner, in conformity with any applicable statutes, orders,rules, regulations and specifications of any public authority having jurisdiction over the Crossing and under conditions satisfactory to and approved by City. 4.8 In the event Licensee contracts for the performance of any Crossing work, Licensee shall require its contractor(s) and/or subcontractor(s)to comply with all of the terms of this Agreement. 4.9 In the event Licensee fails, in the judgment of City,to comply with any construction or maintenance requirement of this Agreement, City, without waiving any other provision of this Agreement, may either furnish the labor and materials required to do such work, at the sole cost and expense of Licensee, or terminate this Agreement in accordance with Article 11 hereof. 4.10 Licensee shall be solely responsible for any relocation or protective encasement of any subsurface pipe or wire lines (telephone, electrical power transmission or distribution, fiber optic, cable television, water, sewer, gas or petroleum products, et al.) and for necessary relocation of surface structures or facilities (fences, towers, poles, etc.) incident to Licensee's construction(or reconstruction or upgrade) of the Crossing. 5. DRAINAGE: 5.1 Licensee shall not interfere with, or permit its contractors to interfere with, the existing drainage facilities within the approachways or underneath said Crossing. 5.2 Licensee shall furnish, install and maintain, at Licensee's sole expense and in a manner satisfactory to City, necessary drainage pipe and culverts ("Drainage Facilities")within the approachways and underneath said Crossing, on each side of said track(s),to accept drainage from the roadbed and Overcrossing and keep drainage from the track(s) and the City's right-of-way. Said Drainage Facilities shall be constructed to not drain into/toward nearby Murray Creek, and shall be constructed to comply with any and all permitting requirements (including the Pierce County permit) and with all applicable environmental regulations and requirements (including any applicable restricted floodplain/wetland laws, regulations and requirements associated with nearby Murray Creek). 6. PERMITS: 6.1 Before any construction hereunder is performed, Licensee, at its sole cost and expense, shall obtain the City's approval of its plans, and obtain any necessary permits or licenses from all Federal, State or local public authorities having jurisdiction over the Crossing or City's rail right-of-way and shall thereafter observe and comply with said licenses and permits, with the requirements of such public authorities, and with all applicable laws, rules and regulations and modifications thereof. - 5 - 180435/022003 0919/57820003 6.2 City shall cooperate with Licensee in obtaining and complying with any Federal, State or local permits relative to Licensee's Crossing. 6.3 Licensee shall defend, protect and hold City harmless for failure to obtain permits and licenses, for any violation thereof, or for costs or expenses of compliance or remediation. 7. BARRICADES, GATES, SIGNALS: 7.1 Licensee shall, at its sole cost and expense, furnish, construct and maintain at the Crossing, any and all items required by state or federal law, including, if required, any gate(s), barricade(s), sign(s), flashing light signals, and/or grade crossing warning device(s),the provision of permanent flaggers or other protective services. 7.2 The operation of barriers and other warning devices and the performance of said protective services shall be in accordance with any applicable public requirements or regulations including but not limited to the Washington Utilities and Transportation Commission(if applicable) and the Federal Railroad Administration(if applicable). Licensee shall keep all such gates and barricades closed and locked when Crossing is not in actual use by authorized parties. 7.3 After any Crossing signals have been placed in service, Licensee will operate and maintain said signals, at the sole expense of Licensee. Costs of such signal maintenance and operation(including electric current)will be reviewed periodically, and the amount billed will be revised accordingly. In addition to said signal maintenance and operation expense, Licensee shall reimburse City, within sixty(60) days after receipt of itemized bill from City, (a)the cost of upgrading said signals to prevent obsolescence and (b) the cost of repairing or replacing said signals as a result of damages thereto, howsoever resulting. If Licensee fails or refuses to maintain and/or provide or pay costs thereof, City may terminate this Agreement as provided for in Article 11. 8. OPERATIONAL SAFETY: 8.1 Licensee shall use the highest degree of care in the operation and use of said Crossing. 8.2 If required by state or federal law, licensee shall erect and thereafter maintain, all at Licensee's cost: reflectorized"Railroad Crossing" crossbuck signs on each side of the Crossing, clearly visible to vehicular traffic approaching the Crossing from either side, and advising of the number of track(s)to be crossed; signage on each side of the Overcrossing clearly visible from rail traffic approaching from either direction, and advising of the Overcrossing's overhead clearance height. Licensee shall be solely responsible for periodically inspecting such signs to insure that same are in place and visible. Licensee shall comply with any and all state and federal laws, regulations and requirements concerning signage and other operational safety issues. - 6 - 180435/022003 0919/57820003 9. EXPLOSIVES: 9.1 In the construction and/or maintenance of said Crossing, Licensee shall not use explosives of any type or perform or cause any blasting without the separate express prior written consent of City. In the event such consent is extended, a representative will be assigned by City to monitor, and Licensee shall reimburse City for the entire cost and/or expense of furnishing said monitor. 9.2 Neither Licensee nor Licensee's contractor(s), agent(s) or employee(s), or business invitees may transport, carry or haul any explosive, flammable, combustible or other hazardous or dangerous materials, goods or commodities across track(s)of City without separate prior written consent of City. Such restrictions shall not apply to gasoline or diesel fuel in the vehicular fuel supply tanks of any vehicle or equipment passing over Crossing. 10. ALTERATIONS, TRACK CHANGES: 10.1 Whenever any repairs or changes are made to City's right-of-way or track, or if additional track(s) are laid at the site of the Crossing, necessitating repairs to, alteration of, or relocation of the Crossing, Lessee shall pay for or shall furnish labor and materials to make such repairs to, alterations to, or relocation of the Crossing. 10.2 In the event that City's operating and/or maintenance needs or uses require any change(including any raising, lowering, or additions to),relocation or improvement in its right-of-way, track(s), structures, roadbed, rail communication or other facilities (including fiber optic cable), which necessitate any change of location, height or depth of Crossing, Licensee shall make such changes in Crossing and/or the grading, approaches or drainage, within thirty(30) days after notice in writing from City, all at Licensee's sole cost and expense, and upon plans and specifications approved by City. 10.3 If Licensee desires to revise, relocate or change in all or any part of said Crossing, or if Licensee is required to change or alter Crossing, drainage or approachways, plans therefor shall be submitted to City for approval before any such change is made. 10.4 After change or alteration, the terms and conditions of this Agreement shall apply thereto. 11. TERM,TERNIINATION, REMOVAL: 11.1 The term("Term") of this Agreement shall be a period of five(5)years from the date hereof and the Agreement shall remain in effect from month to month thereafter, until terminated by either party upon giving to the other thirty(30) days' written notice of such termination. 11.2 Upon failure of Licensee to perform or comply with any term, covenant, clause, or condition herein contained(a"Breach"), this Agreement may be terminated immediately upon notice by City. After such notice of breach, City may barricade or - 7 - 180435/022003 0919/57820003 otherwise block said Crossing (and stop Licensee's use of the Overcrossing) until removed by Licensee, at sole risk and expense of Licensee. 11.3 On the condition that Licensee is not in Breach of this Agreement, City grants to Licensee the option to extend this Agreement for one(1) additional extended period of five(5)years (the"Extended Term"). The Extended Term will commence on the day following expiration of the initial Term. Except as to any changes to the Agreement agreed to by both parties at the time of Licensee's exercise of said extension, all of the provisions of this Agreement will remain in effect during the Extended Term. Licensee may not exercise its extension option if and so long as Licensee is in Breach of this Agreement. Licensee's exercise of the extension option shall be by written notice given to City not later than twelve(12) months prior to expiration of the initial Term. 11.4 Within thirty(30) days after termination of this Agreement, unless the parties hereto otherwise agree, said Crossing (which includes the Overcrossing) shall be removed, all approaches barricaded, and right-of-way of City restored in a manner satisfactory to City, all at the sole cost and expense of Licensee. All removal and restoration work to be performed on that portion of said Crossing between the rails of said track(s) and for two feet (2')beyond each outermost rail shall be done by City, at Licensee's sole cost and expense. 11.5 If Licensee fails to make removal as in Section 11.3, City may remove same, by City employee or contract forces, at Licensee's sole risk, cost and expense. 11.6 All rights which Licensee may have hereunder shall cease and end upon the termination date so specified;provided, however,that termination of this Agreement shall not in any manner affect any claims and liability which may have arisen or accrued hereunder prior to termination, and which, at the time of termination, have not been satisfied. 12. RISK, LIABILITY, INDEMNITY: 12.1 Licensee, recognizing that any use of City property, tracks and right-of- way involves increased risks, expressly assumes all risk of loss and damage to, and waives any right to ask or demand damages for, Property of Licensee, or any part thereof, at the Crossing, including loss of or interference with the use of service thereof, regardless of cause, including: (a) any fault, failure or negligence of City in the construction, operation or maintenance of the Crossing, or in rail operations on or over the Crossing; and/or(b) any fire, regardless of the source or origin thereof. For this Section, the term"Property of Licensee" shall include property of third parties situated or placed upon City's right-of-way by Licensee or by such third parties at request of or for the sole benefit of Licensee. 12.2 Licensee, with the recognition above, and as further consideration for the grant of this crossing right, also assumes all liability for, and releases and agrees to (all with counsel acceptable to the City), defend, indemnify, protect and save City harmless from and against: - 8 - 180435/022003 0919/57820003 (a) all loss of or damage to any other property, including property in the care, custody or control of City and of third parties, now situated or which may be placed at the Crossing or adjacent thereto, and the loss of or interference with any use or services thereof, and (b) all loss and damage on account of injury to or death of any and all persons (including but not limited to employees, invitees and patrons of the parties hereto)on the Crossing; and (c) all claims and liability for such loss and damage and cost and expenses thereof, arising out of, resulting from, or connected in any manner with the construction, reconstruction, maintenance, upgrade, existence, use, condition, repair, change, relocation or subsequent removal of said Crossing (which as defined, includes the Overcrossing), any parts thereof or appurtenant structures, regardless of cause, even if occurring or resulting from the sole or joint fault, failure or negligence of City, including such loss, damage or injury: (i) caused in whole or in part by the fault, failure or negligence of City; or(ii) caused in whole or in part by the fault, failure or negligence of Licensee; or(iii)resulting from the creation of this license and the additional hazards that this Crossing imposes upon City's operations. Should any dispute arise concerning Licensee's obligation under this Agreement to defend, indemnify, protect and save City harmless from and against liability from any particular incident, Licensee shall first defend, indemnify, protect and save City harmless. Thereafter, upon final completion of said defense, indemnification and protection, Licensee and City shall arbitrate the dispute concerning the scope of Licensee's obligation. 12.3 For the purposes of these Liability and Indemnity provisions only, all persons, including the employees and/or servants of City and of Licensee, or employees of any independent or subcontracting third parties engaged in any construction or maintenance activities at the Crossing, in any of the work described in this Agreement, shall be deemed to be the sole contractors of Licensee while so engaged. 12.4 All obligations of Licensee under this Agreement to release, indemnify and hold City harmless shall also extend to companies and other legal entities that control, are controlled by, are subsidiaries of or are affiliated with City, and their respective officers, agents, employees and servants. 12.5 Licensee shall promptly (within thirty(30) days) advise City in writing, by Certified Mail of any claims made against Licensee and/or City under this Agreement or from use of the Crossing. 13. INSURANCE: 13.1 Because Licensee and/or its agents or contractor(s)must perform construction or demolition operations within fifty feet (50') of any operated City track(s), or affecting a City bridge, trestle, tunnel, track(s),roadbed, overpass or underpass, Licensee, at its sole cost, shall obtain a Railroad Protective Liability(RPL) Policy - 9 - 180435/022003 0919/57820003 naming CITY as the insured, for the period of actual construction or demolition in the amount of TWO MILLION U.S. Dollars per occurrence/SIX MILLION U.S. Dollars aggregate($2MM/6MM). Any and all exclusions related to work or any other activities related to use, operation, installation, maintenance, repairs, removal, et al. within fifty feet (50') of a railroad track shall be deleted from all insurance policies obtained for the Private Road Crossing upgrade and Overcrossing construction. 13.2 Prior to commencement of any use of the Crossing, Licensee shall procure and shall thereafter maintain during continuance of this Agreement, at its sole cost and expense, Commercial General Liability(CGL) Insurance covering liability assumed by Licensee under this Agreement, with coverage of not less than TWO MILLION U.S. Dollars per occurrence/SIX MILLION U.S. Dollars aggregate($2MM/6MM) for bodily injury and property damage. Any and all exclusions related to work or any other activities related to use, operation, installation, maintenance, repairs, removal, et al. within fifty feet (50') of a railroad track shall be deleted from said policy. The CGL policy shall be endorsed to provide for thirty(30)days' notice in writing to City's Director-Casualty Insurance, at the address above, prior to termination of or change in the coverage provided. 13.3 If CGL coverage is written on a public liability insurance form, Insurance Services Office endorsement GL-99-18 must be added to the policy to extend the definition of"incidental contract"to include any easement or license agreement in connection with vehicle or pedestrian City crossings at grade. If said CGL policy is written on a"Claims Made"basis rather than"Per Occurrence"basis, Licensee shall arrange for adequate time for reporting losses. Failure to arrange adequate reporting time shall be Licensee's sole risk. 13.4 Said Crossing shall not be opened for private traffic contemplated under this agreement until said CGL insurance coverage is placed in effect and written notice thereof is given to City. In the event said CGL insurance is cancelled, or is allowed to lapse, Crossing shall be subject to immediate closure and removal by City upon notice to Licensee, all at Licensee's cost. 13.5 City may at any time request evidence of insurance purchased by Licensee to comply with this Article and may demand that Licensee purchase insurance deemed adequate by City. Failure of Licensee to comply within thirty(30) days of City's demand shall be an event of default subject to termination in Article 11. 13.6 Furnishing of insurance by Licensee shall not limit Licensees liability under this Agreement, but shall be additional security therefor. 14. BREACH, WAIVER: 14.1 Any waiver by either party at any time of its rights as to anything herein contained shall not be construed as a permanent waiver of such covenant or condition, or any subsequent breach thereof, unless such covenant or breach is waived in writing by said party. - 10 - 180435/022003 0919/57820003 14.2 Neither the failure of City to object to any work done, material used, or method of construction or maintenance of said Crossing, nor any approval given or supervision exercised by City shall be construed as an admission of liability or responsibility by City, or as a waiver by City of any of the obligations, liability and/or responsibility of Licensee. 15. NOTICE(S): 15.1 Before doing any work on City's right-of-way, Licensee shall give City's City Administrator and Director of Public Works at least five(5) days' written notice. 15.2 All other notices and communications concerning this Agreement shall be addressed to the following: (a) If to City, to: Shelly Badger City Administrator City of Yelm 105 Yelm Avenue West, P.O. Box 479 Yelm, Washington 98597 (a) If to Licensee, to: Jerry Trudeau Vice President &General Manager Miles Sand and Gravel Company 1201 M Street SE P.O. Box 130 Auburn, WA 98071-0130 15.3 Unless otherwise expressly stated herein, all such notices shall be in writing and sent via Certified or Registered Mail-Return Receipt Requested, or by courier, and shall be effective upon(a) actual receipt or(b) addressee's refusal of delivery. 16. TITLE: 16.1 Licensee shall not at any time own or claim any right,title or interest in or to City's property occupied by Licensee's Crossing, nor shall the exercise of this Agreement for any length of time give rise to any title to said property, or any right or interest in Licensee other than the license created hereby. - 11 - 180435/022003 0919/57820003 17. GENERAL PROVISIONS: 17.1 Neither this Agreement nor any provision hereof or agreement or provision included herein by reference shall operate or be construed as being for the benefit of any third person. 17.2 This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of City, and the legal representatives, successors or assigns of Licensee, as the, case may be, but,this license is a personal privilege granted to Licensee and therefore no assignment sublease or sublicense hereof or of any rights or obligations hereunder shall be valid for any purpose without the prior written consent of City. 17.3 This Agreement contains the entire understanding between the parties hereto, and cannot be changed, altered, amended or modified, except by written instrument subsequently executed by the parties hereto. 17.4 Neither the form nor any language of this Agreement shall be interpreted or construed in favor of or against either party hereto. 17.5 This Agreement is executed under current interpretation of applicable Federal, State, County, Municipal or other local statute, ordinance or law. Each separate division(paragraph, clause, item, term, condition, covenant or agreement) herein shall have independent and severable status from each other separate division for the determination of legality, so that if any separate division is determined to be void, voidable, invalid or unenforceable for any reason, such determination shall have no effect upon the validity or enforceability of each other separate division herein contained, or any other combination thereof. - 12 - 180435/022003 0919/57820003 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate, each of which shall be evidence of this Agreement but which shall constitute but one agreement as of the day and year first above written. AGREED TO AND ACKNOWLEDGED: Witness for City: CITY OF YELM, WASHINGTON By: Its: Witness for Licensee: MILES SAND AND GRAVEL COMPANY By: Its: - 13 - 180435/022003 0919/57820003 On this day of , 2003, before me, , personally appeared on behalf of City of Yelm, Washington, a municipal corporation in the State of Washington, who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. Notary Public in and for the State of WASHINGTON Printed Name: My appointment expires: On this day of , 2003, before me, personally appeared on behalf of Miles Sand and Gravel Company, a Washington corporation, who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. Notary Public in and for the State of WASHINGTON Printed Name: My appointment expires: - 14 - 180435/022003 0919/57820003 Page 1 of 1 Shelly Badger From: "Taro Kusunose" <tkusunose@bpmlaw.com> To: "Shelly A. Badger(E-mail)" <shelly@yelmtel.com> Cc: "Steve Day" <sday@bpmlaw.com> Sent: Wednesday, February 19, 2003 11:10 AM Attach: Miles Crossing Agreement(21903 Version)_v1.DOC Subject: Miles Crossing Agreement(21903 Version)_v1.DOC Notice: This is a confidential communication;it may also be privileged. If you are not the intended recipient,please advise the sender at(206)268-8646 and then immediately delete this communication,including any attachments,without reading or disclosing its contents. Thank you. Shelly, I have incorporated the edits we discussed, including the insurance coverage limits that your insurance guy recommended to you. I have also removed all track changes. As for the minimum height clearance issue, Steve informs me that historically, brakemen did have to climb up onto the top of certain cars (such as boxcars) to turn the brake wheel, but because of incidents such as the one you told me about, today's cars now run the brake wheel on the side. Therefore, we can stick with the minimum height clearance recommended by Charlie Burnham. Let me know if you have other questions. Taro Taro Kusunose Attorney Betts,Patterson&Mines,P.S. Seattle,Washington USA (206)268-8646[direct-dial] For additional information,please visit: www.bpmlaw.com 2/19/2003 Page 1 of 1 Shelly Badger From: "Shelly Badger" <shelly@yelmtel.com> To: "Jerry Trudeau" <jerryt@gravelpits.com> Cc: "Joe Williams" <willgrpjsw@aol.com> Sent: Wednesday, February 19, 2003 10:39 AM Attach: RRPL.ins.article.doc Subject: RR Ins Policy Jerry, I am forwarding to you a copy of an article that the City's risk manager sent to me related to RR Protective Liability Insurance. The Agreement will require Miles to obtain this insurance policy specific to the construction of the road crossing and overcrossing. The article gives more info on this type of insurance and some guidance on how to obtain it. I am finalizing changes to the Agreement which will go out to Council in their packets on Thursday, 2-20 for action at their 2-26 meeting. I will e-mail you the final version when I get it from legal counsel and will also mail you a Council packet (Joe also). Thanks! Shelly Shelly Badger Yelm City Administrator P.O. Box 479, Yelm, WA 98597 360-458-8405 shellyAyelmtel.com 2/19/2003 Page 1 of 5 Shelly Badger From: "Jerry Trudeau" <jerryt@gravelpits.com> To: Barrie Wilcox" <bwilcox@wilcoxfarms.com>; 'Bill Steele" <wos201 @yahoo.com>; "Dana Spivey" <dspivey@ywave.com>; "Glen Cunningham" <geeneecee@aol.com>; "Joe Williams" <willgrpjsw@aol.com>; "Mayor Adam Rivas" <agrivas@ywave.com>; "Mayor Ray Bourne" <roymayor@ywave.com>; "Shelly Badger" <shelly@yelmtel.com> Sent: Tuesday, February 04, 2003 10:34 AM Attach: Ditch to South.BMP; North side of culvert.BMP; South end of the culvert.BMP; south side of culvert.dat; Track crossing to west side.BMP; view of ditch to the north.BMP; View of West crossing.BMP; west looking east view.BMP; west looking to the east view.BMP Subject: MILES PIT-YRPL VEHICLE/CONVEYOR CROSSING Hello All: Attached please find pictures taken of the crossing as it now exists and has existed for many years. In high flood waters several years ago, much erosion took place on the west side of the tracks. We installed a culvert and filled back in with several truck loads of quarry rock. Regarding the vehicle crossing, we would not expect the need to alter the crossing much from what it is, other than to maintain the present condition. The overhead conveyor, however, would be a new structure situated within about 20 feet north of the vehicle crossing and would be built similar to the structural drawings we submitted. If any of you feel it would be helpful to visit the site prior to the City Council meeting, please contact me and I can make arrangements for a site tour. I am in my office all day today, but I will be out of town the rest of the week, returning on Monday, February 10th. I will be checking messages and I will have my cell phone with me (206.914.2211). Shelly, there appears to be no legal description or mile post pertinent to the crossing. As a reference, we measured from the middle of the RR trestle over Murray Creek north to the crossing. That distance is 714 feet. I hope this information is helpful. If you have any questions or comments, or if I might assist you in any manner, please do not hesitate to call. Best regards, Jerry Trudeau -----Original Message----- From: Idy Nelson-Byrd Sent: Tuesday,February 04,2003 8:09 AM To: Jerry Trudeau Subject: Hi Jerry, Here are the pictures you requested. Hve a good day. Idy <<Ditch to South.BMP>> <<North side of culvert.BMP>> <<South end of the culvert.BMP>> <<south side of culvert>> <<Track crossing to west side.BMP>> <<view of ditch to the north.BMP>> <<View of West crossing.BMP>> <<west looking east view.BMP>> <<west looking to the east view.BMP>> 2/5/2003 Page IofI Shelly Badger From: "Taro Kusunose" <tkusunose@bpmlaw.com> To: "Shelly A. Badger(E-mail)" <shelly@yelmtel.com> Cc: "Charles E. Burnham (E-mail)" <ceb@deainc.com> Sent: Wednesday, February 05, 2003 4:44 PM Attach: 1804350.DOC Subject: City of Yelm (Miles Crossing Agrmt) Notice: This is a confidential communication;it may also be privileged. Ifyou are not the intended recipient,please advise the sender at(206)268-8646 and then immediately delete this communication,including any attachments.without reading or disclosing its contents. Thank you. Hi Shelly, attached is the revised Miles Agreement. We have reviewed, incorporated, and "wordsmithed" (as you call it), the RAC's proposals. The new language can be seen at Section �3.l (concerning reimMconcerning ement of costs by Miles); 4.,4(a) (concerning the grossing's distance from Murray Creek); drainage into Murray Creek); and 1 V3 (concerning the option for the additional 5 year extended term). Unfortunately, we did not use MS Word's "track changes" function, so our edits are highlighted in yellow instead. In response to your question about "taxes and assessments levied upon account of the crossing upgrade" (Section 3.4), there currently should not be any such tax or assessment, but we wanted to make sure that should any later arise, the City is taken care of. There were a few other sections that caught our attention. In particular, 70 and 18.2 were revised so that the City is not in a position of telling Miles what safety items to put up. Although it is prudent to require Miles to do certain things, upon further review, we believe it is even smarter to simply state that Miles must do all the things (signage, etc.) that are required by state and federal law. To make a long story short, there is federal preemption of railroad issues. Under said preemption, it has been held that crossing safety measure taken that comply with federal requirements are presumed to be safe. If the City puts in its own requirements that differ in any way from the federal guidelines, that would create a battle concerning the adequacy of the safety measures required by the City, should there ever be an accident there. So we have made the edits highlighted in yellow at 7.1 and 8.2. i Also, at the end of 1$12, we added some language basically telling Miles: "If there is an incident, and you believe that you have no obligation to defend the City, defend us anyway, and we will figure out the obligation issue afterwards." We have seen too many cases that get screwed up because no one stepped up to the plate when they should have. Anyway, we hope this helps. Please contact me or Steve if you have questions or concerns. Thanks. Ta ro Taro Kusunose Attorney Betts,Patterson&Mines,P.S. Seattle,Washington USA (206)268-8646[direct-dial] For additional information,please visit: www.bplllaw.com 2/14/2003 Page 1 of 2 Shelly Badger T�j r From: "Randy Lumsden" <randyl@awcnet.org> To: "Shelly Badger" <shelly@yelmtel.com> Sent: Tuesday, February 04, 2003 1:32 PM Attach: RR Protective Liability Insurance.htm Subject: RE: Miles Crossing Shelly, Below is a brief article I found on RRP coverage. I am no expert, but BNSF just worked Ferndale and another city over pretty hard on this issue, and I think you should follow suit and require that they acquire this coverage. The City e named insured for this contract thru the RRP. This is in addition to the CGL f 2mil/6mi verage 'red with the city as an additional insured. Deletion of the exclusion relate to wor ng th' 50 ft. a RR is a must, obviously. What the attorneys wrote is okay, but requiring RRP be a best idea: -----Original Message----- 6Y ��'1 tA� l� From: Shelly Badger [mailtoahelly@ elmtel.com] Sent: Friday, January 31, 2003 10:03 M To: Randy Lumsden Subject: Fw: Miles Crossing Shelly Badger . Yelm City Administrator V� � ( � , I ry) 0V P.O. Box 479, Yelm, WA 98 P 360-458-8405 Ir' shelly@yelmtel.com �� -----Original Message----- IVY`S From: Taro <mailto:tkusunose@b la .co sunose To: Shelly A. Badger(E-mail),<mailt a ly@yelmtel.com> Cc: Charles <mailto:ceb@d ' . om>E. Burnham (E-mail) ; Steve Day <mailto:sday@bpmlaw.com> Sent: Friday, October 18, 2002 6:03 PM Subject: Miles Crossing Notice: This is a confidential communication; it may also be privileged. If you are not the intended recipient,please advise the sender at(206)268-8646 and then immediately delete this communication, including any attachments, without reading or disclosing its contents. Thank you. Shelly: Attached is the revised Miles crossing agreement. Charlie has reviewed the document, and we have incorporated his edits. There are a few blanks left in the agreement, however. The blanks for the "Fees" provisions (Section 3) should be filled in by the City based upon a business decision as to how much money it would like to receive. We might recommend$50 for each of 3.1 and 3.2,but again,this is entirely up to the City. We obviously are not as involved in relationship between the City and Miles as you are. Similarly,the blanks for the "Insurance"provisions (Section 13)must also be filled in. These, however, 2/4/2003 Page 2 of 2 should be done based upon an assessment of the risk by the City Risk Manager, insurance broker, or equivalent individual. Should your risk guy need guidance, we can make recommendations. Obviously, Charlie can too. Finally, Charlie raised two important questions when he reviewed our previous draft. He wrote: 1) Should the Licensee carry Railroad Protective Liability Insurance during construction of the crossing? BNSF requires $2MM/6MM policy during construction. 2) Should insurance policies name the City as an additional insured. We have the following recommendations. As to 1): Yes. Perhaps $2MM-$5MM. 2): Yes, to avoid later subrogation against the City. These are recommendations, however, and ultimately, the City Risk Manager must make these decisions. Please let us know what you want for these sections, or if you have any other questions or concerns. At this point, we are now pretty much ready to hand the document off to Miles, if the City and Miles are already at that point. Taro Taro Kusunose Attorney Betts, Patterson &Mines, P.S. Seattle, Washington USA (206)268-8646 [direct-dial] For additional information, please visit: www.bpmlaw.com <http://www.bpmlaw.com/> o , ud ro ' hok&t4-v 40 5 0%, f bwed c� C�6r-5 QL - � c 2/4/2003 RR Protective Liability Insurance Page 1 of 5 RAILROAD PROTECTIVE LIABILITY INSURANCE Reprint: From an April, 1994 article of NRC News (updated February, 99) Published by: Railway Track& Structures Magazine v v Written by: Willis Corroon - Railroad Industry Division o`S CL David E. Armstrong, Manager For years, Railroad Protective Liability (RRP) insurance has been imposed on contractors by railroads. But exactly why?Just what does this commonly referred to, but seldom understood liability insurance do, and whom does it protect? Here are some answers to these, and other, questions. RRP covers the contractor for his work for the railroad-right? Sorry,no. In fact,the RRP policy does not protect the contractor at all - it protects only the railroad, since only the railroad is the"named insured" on the policy. It also states that the railroad is protected for acts or omissions arising out of the "work" at the"job location". The "work" (including the contractor performing the work), and "job location" are specifically designated on the policy. What if the contractor gets sued? The RRP is not a replacement for liability insurance for contractors. Every independent railroad contractor should have a Commercial General Liability (CGL)insurance policy with endorsements that delete any restrictions for indemnity or work performed within 50 feet of the railroad or railroad property. It is not unusual for both the contractor and the railroad to be named in a suit from an injured third party, if the injury or damage arises from the contractor's work at the job location. The same suit might allege that the contractor was negligent in the way he performed his work, and that the railroad was negligent in supervising the work of its independent contractor. In this case,the contractor's CGL policy should defend the contractor, and the RRP policy will defend the railroad. Do railroads have any insurance other than RRP? Yes. Every operating railroad has some form of operating liability insurance protection. Tbt RP nWy protects tliabfffty ass ed with specific work(including specific contractor), at a specific job location. The RRP policy does not provide coverage for any liability that is not somehow connected with the work at the job that is being performed, and is so designated on the RRP policy. Linking the contractor, work and job location in the RRP policy makes it quite clear that it is the project-specific and not just a premises-and-operations policy for the railroad. file://C:\Documents%20and%20Settings\shelly.YELM\Local%20Settings\Temporary%20In... 2/4/2003 RR Protective Liability Insurance Page 2 of 5 So, if the contractor has insurance and the railroad has insurance, why do they need the RRPpolicy? Railroads must make important decisions about how they manage their independent contractor risk. They can insure it under their own insurance policies, but that may drive up the cost of the railroad's own liability insurance. Also,they may have very high deductibles or retentions that may impose heavy financial obligations upon them in the event of a claim, particularly if it involves a contractor on their property. Another option is for the railroad to transfer its risks contractually through indemnity agreements with its independent contractor, and also require special conditions and limits from the contractor's own liability insurance. But then, the railroad is relying solely on the contractor and the contractor's insurance to protect it. What if the contractor defaults, or has its insurance canceled, or limits through claims at other project locations. Perhaps the best risk-management tool is a combination of contractual indemnification and a specific, stand-alone insurance product, one that is written for a specific project that a specific ntractor pet orms. This is generally the most common risk-management technique employed by today's rai ri ads. That stand-alone policy is the common RRP wficy being discussed here This risk-management technique is very similar to the one used by other project owners who are not railroads. In those cases, the owners usually require the contractor to provide an Owners Protective Liability, (OCP), policy to protect the owner from claims against him, from specific work, at a specific job site or by a specific contractor. While the RRP and the OCP policies are similar in intent, the language is quite different for each and they are not interchangeable. Does the RRPpolicy cover rolling stock? Under certain situations it does. In addition to protecting the railroad for bodily injury and property damage liability claims,the RRP covers property owned by, leased by or entrusted to the railroad for direct physical damage to that property. This includes rolling stock,other equipment, materials or any property assigned to a specific job site. Again,the policy benefits the railroad only, and foss to covered property must result from acts or omissions arising out of work at a job location. The RRP does not replace a railroad's property or rolling stock properties, since the RRP policy only pays for losses due to acts or omissions at the job. And, like the third party coverage under the RRP, the physical damages coverage stops when the contractor has completed his work. Does the RRP cover workers'compensation? No,never. Workers'Compensation disability benefits, unemployment compensation laws and any similar laws are specifically excluded under the RRP policy. However, the exclusion does not apply to any obligation that the insured(the railroad)has under FELA. Thus, if the railroad is sued by an employee for injuries sustained due to acts or omissions arising out of work at a job location,the RRP would respond to protect the railroad. file://C:\Documents%20and%20Settings\shelly.YELM\Local%20Settings\Temporary%20In... 2/4/2003 RR Protective Liability Insurance Page 3 of 5 Does coverage continue if a contractor completes his work ahead of schedule? No. Covera e for the railroa ceases when the contractor has completed the work. The policy is very specific about what constitutes completed work. The RRP policy, therefore, does not afford any completed operation coverage for any party. 'he contractor's ov GL-olid should protectitasainst claims arisi� of .ami 1d work. The railroa s own operating liability coverage should protect it from any claims made against it for injuries n„I or damages. What limits are usually required by the railroad for the RRPpolicies? The limits of liability will vary from railroad to railroad, and even from project to project. The size and the complexity of the construction project may determine the limits required by the contract. Limits of $2 million for each occurrence and$6 million annual aggregate limits are quite common. Please note that the aggregate limit applies on an annual basis even though the RRP policy may be written for a period longer than one year. Is all RRP policy language the same? No, but most companies use the Insurance Services Office(ISO) 1994 form, or a later version, and that form is accepted by most railroads. When purchasing or getting quotations for RRP, the contractor should advise of any differences between his form and the railroad's specifications. The railroad will often engage an engineering firm to create the bid documents for the work to be performed. Me—se documents shoul�conttain the insurance requirements, including any specific RRP p_olicy'— oorm;such as ISO, RIMA or ASSHTO, including modifications in a po icy language. Where does the contractor get the RRP policies and/or quotations for RRP insurance? There are several sources for RRP insurance. In some cases, the contractor's CGL insurance company may provide the RRP insurance as well. They will always issue a separate policy because the named insured is the railroad,not the contractor. In many cases,the contractor's CGL insurance company cannot or will not issue the RRP_policy. This may be due to fi—requirements, special coverage requirements, long policy terms,reinsurance restrictions and a variety of other issues. The contractor may ask his insurance broker to obtain several quotations from several insurance companies that specialize in RRP insurance. Results can vary widely between insurance companies depending on the information submitted and the specific details of the job. Occasionally, the railroads themselves may carry a "blanket RRP program" in which they enroll "contractors," "work" and"job locations" on an ongoing basis. If the railroad has a plan such as this, it should inform you of such in the contract or bid instructions, and any related cost for participating in this file://C:\Documents%20and%20Settings\shelly.YELM\Local%20Settings\Temporary%20In... 2/4/2003 RR Protective Liability Insurance Page 4 of 5 program. What do contractors need to know in order to get RRP quotations from insurance companies? Underwriters need some basic information in order to prepare quotations. This includes, but is not limited to, the following: 1� The named insured(railroad and its name and address). FThe "contractor" name and address. 3. Limits of railroad protective insurance requested. F4. The descriptive title or job or contract number for the project. 5 A complete description of the work, where it takes place,how it impacts the railroad's tracks (i.e. parallel, over, under or across tracks, etc.) 6. Total job cost(estimate). 7❑ Job cost within 50 feet of track(s). Percentage and types of work sub-contracted. F8. 9 Amounts (percentage or costs)of any specialty construction such as blasting, tunneling, rigging (crane hoisting), pile driving and such. 711 Start date and estimated duration of project. 11. Train traffic; number of freight and passenger trains during work hours and on a daily basis. Payrolls or cost associated with railroad employees such as flagmen or switchmen assigned to E o the j ob. [13. Details on slow orders or other restrictions placed on tracks at the job site. 14. Cost of and values associated with any work trains, other rolling stock or equipment assigned to the job. Underwriters may also ask for experience or other qualifications of the contractor and details concerning his own CGL insurance program. Contractors should evaluate the protection afforded them by their own CGL insurance as well as RRP insurance requirements imposed upon them. As a minimum, contractors should: . Evaluate the indemnity and insurance provisions of your railroad contracts completely to make sure you compwith those provisions. In some cases,the RRP requirement may be an addendum to the contract. our CGL policy should be amended so that there are no restrictions for contracts that involve wo within 50 feet of a railroad or railroad property. �, file://C:\Documents%20and%2OSettings\shelly.YELM\Local%2OSettings\Temporary%20In... 2/4/2003 RR Protective Liability Insurance Page 5 of 5 • Evaluate the property provisions in the contract with coverages provided by your installation floater and equipment policies. You may be held responsible for the entire project and it may be necessary to purchase a Builders Risk policy for the project. Or you may be responsible for materials and equipment or work trains assigned to the project by the railroad. Materials may be protected under your installation floater. Other equipment and rolling stock assigned to the job may be added to your equipment floater, delete any exclusion for loaned, leased or rented equipment on this policy. • Obtain a generic RRP application and become familiar with the information it asks for. Complete one for each contract and include sketches, drawings and other details that will help the insurance underwriter understand the project and its risk. Sometimes a background of your company and its railroad construction experience will be helpful. • Allow as much time as possible for obtaining quotations for RRP insurance. Although a one or two day turnaround time can be achieved,results are usually better if they are not rushed, especially if there are unusual or complicated construction circumstances associated with the proj ect. In conclusion, it would be impossible to completely cover this topic in so brief an article. If you have specific questions or comments,please feel free to contact me at 1-800-945-5475 (ext. 3705) or send me an email. David E. Armstrong is a Director for the National Railroad Construction and Maintenance Association and Senior Vice President and Manager of the Railroad Industry Division of Willis Corroon Corporation of Tennessee-Nashville office. Back to RID homena�e `I file://C:\Documents%20and%20Settings\shelly.YELM\Local%20Settings\Temporary%201n... 2/4/2003 Page 1 of 1 Shelly Badger From: "Shelly Badger" <shelly@yelmtel.com> To: "Taro Kusunose" <tkusunose@bpmlaw.com>; "Charlie Burnham" <ceb@deainc.com> Sent: Monday, February 03, 2003 12:47 PM Attach: milescrossingagreement.2003.DOC Subject: Miles Agreement Hi, we are getting closer to ultimate approval of the agreement attached. Our RAC met this morning and made some changes to the draft agreement that Taro had sent to me some time ago. I have made the changes in the "track changes" mode so you can easily spot them. Please make sure they are worded correctly. In addition to the changes shown, the RAC had a couple other issues to be addressed the agreement that I will let you wordsmith and place in the right spot in the agreement. The issues are: 1. The location of the historic crossing is shown to be approximately 700' from Murray Creek. However, could we add some language that the final location of the crossing and overcrossing shall be in compliance with the provisions of the Pierce County permit they are seeking to obtain from the Hearings Examiner. I want to make sure whatever is constructed over our ROW is outside the restricted floodplain/wetland area associated with Murray Creek. 2. Somewhat related is Section 5, Drainage of the draft agreement. Item 5.2 requires that the drainage from the crossing and overcrossing not drain onto the City's ROW. Could something also be added that it complies with provisions of the Pierce County permit related to the Creek. I just want to make sure they don't drain away from our RR but into the creek. 3. Section 11 .1 Term of agreement. The RAC wanted there to be more security for Miles related to the agreement term, therefore they recommended that at the end of 5 years, that the intent be stated for an additional 5 years based on a review of the agreement for any minor tweaking. Those were the committee's main comments that needed further wordsmitting by the two of you. In addition I have a couple ?: 1. Section 3.4, related to addt taxes and assessment levied solely on account of the upgraded crossing. Are there any that I need to know about as the City does not pay taxes on public ROW, unless there is something different with a RR. Maybe a federal assessment? 2. 1 am awaiting a response from our risk manager related to Section 13, so will fill that in when I hear back from him. I would like to get this agreement out to our City Council close of business Wed. 2-5, so any input you have would be greatly appreciated. Thanks, Shelly Shelly Badger Yelm City Administrator P.O. Box 479, Yelm, WA 98597 360-458-8405 shellyAyelmtel.com 2/3/2003 PRIVATE ROAD GRADE CROSSING AND OVERPASS AGREEMENT THIS PRIVATE ROAD GRADE CROSSING AND OVERPASS AGREEMENT ("Agreement"), made as of this (the"Effective Date"), by and between the City of Yelm, a municipal corporation in the State of Washington, whose mailing address is 105 Yelm Avenue West, P.O. Box 479, Yelm, Washington 98597, hereinafter called"City,"party of the first part, and Miles Sand and Gravel Company, a Washington corporation whose mailing address is 1220 M Street SE, P.O. Box 130, Auburn, WA 98071, hereinafter called"Licensee,"party of the second part; WITNESSETH: WHEREAS, Licensee has utilized a private road crossing across The Burlington Northern and Santa Fe Railway Company ("BNSF")track at Mtn-X*meaf4hp City of 0Ca�� Roy, Washington (the"Private Road Crossing") since approximately 19X89; AND WHEREAS, on or about November 16, 2000, City acquired BNSF's rail line and rail corridor ownership interests in its rail line segment between Milepost 20.99 in Roy, Washington, and Milepost 25.56 in Yelm, Washington; AND WHEREAS, Licensee now desires to: 1) upgrade the Private Road Crossing in order to allow increased vehicular traffic, and in order to handle heavy equipment; and 2)to construct and to utilize at said crossing, an enclosed overhead conveyor-belt overcrossing structure(the"Overcrossing")to transport material being extracted from the west side of the railroad tracks to Licensee's aggregate processing plant located on the east side of the tracks, as shown in the plans attached hereto as Exhibit "A"; NOW, THEREFORE, City, for and in consideration of the fee(s)to be paid by Licensee and of the covenants, terms, conditions and agreements herein to be kept and performed by Licensee, hereby grants to Licensee the right or license to upgrade the Private Road Crossing and to construct and to utilize the Overcrossing upon the terms and conditions herein. 1. DEFINITIONS: 1.1 The term"Licensee" herein shall mean Miles Sand and Gravel Company and any affiliated associations, partnerships, governmental bodies or individuals as the case may be. The term"Licensee" shall also include Licensees' agents, employees, servants, sublicensees and invitees. All words herein referring to Licensee shall be taken to be of such number and gender as the context may require. 1.2 The term"City"herein shall include all servants, agents or employees of the City of Yelm. 1.3 The term"Crossing"herein shall include the Private Road Crossing with its track crossings, approaches, roadways, drainage facilities, warning devices, signals 167822/020303_l24P20303--k-2FB/57820003 and wire lines, gates, barricades, signs, appliances and any ancillary facilities, and the Overcrossing. 1.4 The term"Overcrossing"herein shall refer to an enclosed overhead conveyor-belt overcrossing structure at the Crossing for the transportation of material being extracted on the west side of the railroad tracks to Licensee's aggregate processing plant located on the east side of said tracks. 1.5 The term"Maintenance"herein shall include keeping all vegetation within the area(s) outlined in red on the print attached hereto as Exhibit "XX" and identified thereon as "Sight Clearance Area(s)"cut to a height not exceeding two feet (2') above ground level, and keeping said"Sight Clearance Area(s)" free of parked vehicles and other obstructions. 2. USE LIMITATIONS: 2.1 This license is subject to: (a) all encumbrances, conditions, covenants and easements applicable to City's title to or rights in the subject property; (b) any existing public utilities and other pipe or wireline facilities located in, on, over, under or across the Crossing; (c) all instruments, easements, agreements and rights therefor, recorded or not; and(d) compliance by Licensee with terms and conditions herein. 2.2 The Crossing shall be used by Licensee or its business invitees only 1) as a private road for the purpose of Licensee's vehicular or pedestrian access to/from Licensee's properties on either side of the Crossing, and for the purpose of moving equipment between Licensee's said properties all by means of the Private Road Crossing, and 2) to transport material excavated by Licensee on the west side of the railroad tracks to Licensee's aggregate processing plant on the east side of the railroad tracks by means of the Overcrossing. 2.3 This Agreement is a personal license to Licensee and Licensee will not allow any person(s) other than Licensee and its business invitees to use said Crossing without the prior written consent of City. 2.4 Licensee, at its sole cost and expense, shall erect and permanently maintain"PRIVATE ROAD-- RESTRICTED USE" sign(s) or other signs indicating the private nature and limited use of the Crossing, at location(s) adjacent to said Crossing designated by City. It shall also erect and permanently maintain, at its sole cost and expense, "STOP" signs on both sides of the Crossing. Licensee shall erect and permanently maintain signage in compliance with any other Washington Utilities and Transportation Commission requirements. 2.5 Without separate written consent of City, Licensee shall not dedicate nor permit Crossing to be used for any purpose or in any manner that might in any way make said Crossing a public crossing or subject it to any public servitude. - 2 - 167822/020303_►24$620393-►-2}8/57820003 2.6 City reserves and excepts unto itself the paramount right to continue to occupy, possess and use the area of the Crossing(s) for any and all City purposes. City shall not be obligated to make cuts in its trains for the Crossing. 2.7 Licensee shall use said Crossing in accordance with all rules and regulations of City and of any other public authority having jurisdiction over railroad grade crossings including, but not limited to, the Federal Railroad Administration and the Washington Utilities and Transportation Commission, or their successors, if any. 3. FEES: 3.1 Upon execution of this Agreement, Licensee shall pay City: (a) Outsde_lzprofessional service costs,including-those costs associated with the Washington State Department of Transportation Rail Division and any applicable_stateand federal_ ermits,-associated with development of this agreement AND related_to_the_review,_aproval_and inspection_of the crossing and overcrossing.--_For the calendar year 2003,this amount will not exceed $5,000 00 Any amounts in excess of X5,000:00 will-paid-in addition to_the-2004_Annual-License_Fee_described in-3.1_(_bl- (b) An Annual License Fee of -------------------------------------------150.00 U.S. Dollars ($-XX)and shall thereafter pay such non-refundable Annual License Fee on each anniversary of the Effective Date of this Agreement until terminated. Such Annual License Fee shall be subject to periodic review and adjustment at the sole discretion of City; and (c) The Construction Risk Fee("CRF") provided for in Section 13.1. 3.2 Thereafter, on each anniversary of the Effective Date of this Agreement (until terminated), Licensee shall also pay to City an Annual Maintenance Fee, of -----------------------------------------$500.00 U.S. Dollars ($-�). City reserves the right to increase said Annual Maintenance Fee, in proportion to the increase in Engineering News Record Construction Cost Index(Annual Average), issued in December preceding each anniversary date of this Agreement over such Annual Average Index issued in the preceding December, and for any increase in maintenance costs (including repairs, replacement or obsolescence) of any Crossing Warning Devices (signalization). 3.3 Payment by Licensee of any Annual License Fee or Annual Maintenance Fee shall not be held to create an irrevocable license for any period. 3.4 Licensee shall also indemnify City against, and shall pay or reimburse City for increased fees to the City resulting from any additional taxes and assessments levied solely on account of the existence of said upgraded Crossing. 4. CONSTRUCTION, MAINTENANCE: 4.1 Private Road Crossing and any upgrades thereto (including the necessary appurtenances, approaches, roadway, curbs, gutters, shoulders, slopes, fills and cuts and - 3 - 167827/020308_.12480-29343-1-2}8/57820003 drainage thereof) shall be designed, constructed, and thereafter maintained, at the sole cost and expense of Licensee. 4.2 Licensee's Overcrossing shall also be designed, constructed, and thereafter maintained, at the sole cost and expense of Licensee. 4.3 Construction of both the Private Road Crossing upgrades and the Overcrossing shall not commence prior to Licensee having received final written approval of their design and construction by the City's ChielDesignated Engineer for the Ye1m-Roy-Pra Prairie (YRPL Engine�-leis--des-ig-ntepresive) City shall not unreasonably withhold such approval. 4.4 Design requirements for the Crossing include, but are not limited to, the following: (a) The structural supports for the Overcrossing on either side of the tracks shall be placed at a minimum distance from the track centerline to be determined by the City-'-s--ChiefYRPL Engineer to accommodate the possible future addition of additional track(s). (b) The Overcrossing's minimum vertical clearance height shall be twenty-three feet and six inches (23'6")to ensure adequate clearance for double-stack container cars on the tracks. (c) The design of the Private Road Crossing and the Overcrossing shall take into account the City's Chie€YRPL Engineer's design requirements in order to accommodate the future construction of a recreational trail on the railroad right-of-way. 4.5 Licensee shall furnish all of the labor and materials required to build the Overcrossing, to upgrade the Private Road Crossing, and to do all necessary grading for the approaches. 4.6 Licensee, at its sole cost and expense, shall maintain all approachways, and shall keep the Crossing and designated Sight Clearance Area(s) at all times free and clear of all spilled materials, ice, snow, mud, debris and all obstructions (including parked vehicles)to satisfaction of City. 4.7 Licensee shall perform its construction and maintenance under this Agreement, or cause all Licensee's construction and maintenance under this Agreement to be performed, in a prudent and workmanlike manner, in conformity with any applicable statutes, orders,rules, regulations and specifications of any public authority having jurisdiction over the Crossing and under conditions satisfactory to and approved by City. 4.8 In the event Licensee contracts for the performance of any Crossing work, Licensee shall require its contractor(s) and/or subcontractor(s)to comply with all of the terms of this Agreement. - 4 - 167822/Q203031248020303--t-2+8/57820003 4.9 In the event Licensee fails, in the judgment of City,to comply with any construction or maintenance requirement of this Agreement, City, without waiving any other provision of this Agreement, may either furnish the labor and materials required to do such work, at the sole cost and expense of Licensee, or terminate this Agreement in accordance with Article 11 hereof. 4.10 Licensee shall be solely responsible for any relocation or protective encasement of any subsurface pipe or wire lines (telephone, electrical power transmission or distribution, fiber optic, cable television, water, sewer, gas or petroleum products, et al.) and for necessary relocation of surface structures or facilities (fences, towers, poles, etc.) incident to Licensee's construction(or reconstruction or upgrade)of the Crossing. 5. DRAINAGE: 5.1 Licensee shall not interfere with, or permit its contractors to interfere with, the existing drainage facilities within the approachways or underneath said Crossing. 5.2 Licensee shall furnish, install and maintain, at Licensee's sole expense and in a manner satisfactory to City, necessary drainage pipe and culverts within the approachways and underneath said Crossing, on each side of said track(s), to accept drainage from the roadbed and Overcrossing and keep drainage from the track(s) and the City's right-of-way. 6. PERMITS: 6.1 Before any construction hereunder is performed, Licensee, at its sole cost and expense, shall obtain the City's approval of its plans, and obtain any necessary permits or licenses from all Federal, State or local public authorities having jurisdiction over the Crossing or City's rail right-of-way and shall thereafter observe and comply with said licenses and permits, with the requirements of such public authorities, and with all applicable laws, rules and regulations and modifications thereof. 6.2 City shall cooperate with Licensee in obtaining and complying with any Federal, State or local permits relative to Licensee's Crossing. 6.3 Licensee shall defend, protect and hold City harmless for failure to obtain permits and licenses, for any violation thereof, or for costs or expenses of compliance or remediation. 7. BARRICADES, GATES, SIGNALS: 7.1 Initially, the City shall not require Licensee to construct gates or grade crossing signal lights. However, City reserves the right to notify Licensee, at any time, that Licensee shall within a reasonable time period, at its sole cost and expense, furnish, construct and maintain any gate(s), barricade(s), sign(s), flashing light signals, and/or grade crossing warning device(s), or provide permanent flaggers or other protective services, as shall from time to time be deemed necessary for public safety purposes by City or by any other public authority sharing jurisdiction over rail grade crossings. The - 5 - 167822/02,030312480,20303+2+8/57820003 design and placement of signs, barriers, gates and any crossing warning devices shall be subject to the approval of City. The cost of installing and maintaining and/or finishing such additional crossing protection shall be paid solely by Licensee as a condition to keeping the Crossing in place. 7.2 City may elect to furnish materials and install such gates,barricades signs or automatic or other crossing warning devices, or provide such protective services, at the sole cost and expense of Licensee. City may require advance deposit of estimated cost and expense of such work and materials. Upon completion of construction, City will promptly refund any portion of the deposit in excess of City's costs and expenses. Should City's costs and expenses exceed said deposit, Licensee shall promptly pay such excess upon receipt from City of bill therefor. 7.3 The operation of barriers and other warning devices and the performance of said protective services shall be in accordance with the requirements of the City, and any other applicable public requirements or regulations including but not limited to the Washington Utilities and Transportation Commission(if applicable) and the Federal Railroad Administration(if applicable). Licensee shall keep all such gates and barricades closed and locked when Crossing is not in actual use by authorized parties. 7.4 After any Crossing signals have been placed in service, Licensee will operate and maintain said signals, at the sole expense of Licensee. Costs of such signal maintenance and operation(including electric current) will be reviewed periodically, and the amount billed will be revised accordingly. In addition to said signal maintenance and operation expense, Licensee shall reimburse City, within sixty(60) days after receipt of itemized bill from City, (a)the cost of upgrading said signals to prevent obsolescence and (b)the cost of repairing or replacing said signals as a result of damages thereto, howsoever resulting. If Licensee fails or refuses to maintain and/or provide or pay costs thereof, City may terminate this Agreement as provided for in Article 11. 8. OPERATIONAL SAFETY: 8.1 Licensee shall use the highest degree of care in the operation and use of said Crossing. 8.2 City shall erect, and thereafter Licensee shall maintain, all at Licensee's cost, reflectorized"Railroad Crossing"crossbuck signs on each side of the Crossing, clearly visible to vehicular traffic approaching the Crossing from either side, and advising of the number of track(s)to be crossed. In addition, City shall erect, and thereafter Licensee shall maintain, all at Licensee's cost, signage on each side of the Overcrossing clearly visible from rail traffic approaching from either direction, and advising of the Overcrossing's overhead clearance height. Licensee shall be solely responsible for periodically inspecting such signs to insure that same are in place and visible. 9. EXPLOSIVES: 9.1 In the construction and/or maintenance of said Crossing, Licensee shall not use explosives of any type or perform or cause any blasting without the separate - 6 - 167822/4243.03.12.4.8920303-+2}$/57820003 express prior written consent of City. In the event such consent is extended, a representative will be assigned by City to monitor, and Licensee shall reimburse City for the entire cost and/or expense of furnishing said monitor. 9.2 Neither Licensee nor Licensee's contractor(s), agent(s) or employee(s), or business invitees may transport, carry or haul any explosive, flammable, combustible or other hazardous or dangerous materials, goods or commodities across track(s) of City without separate prior written consent of City. Such restrictions shall not apply to gasoline or diesel fuel in the vehicular fuel supply tanks of any vehicle or equipment passing over Crossing. 10. ALTERATIONS, TRACK CHANGES: 10.1 Whenever any repairs or changes are made to City's right-of-way or track, or if additional track(s) are laid at the site of the Crossing, necessitating repairs to, alteration of, or relocation of the Crossing, Lessee shall pay for or shall furnish labor and materials to make such repairs to, alterations to, or relocation of the Crossing. 10.2 In the event that City's operating and/or maintenance needs or uses require any change(including any raising, lowering, or additions to), relocation or improvement in its right-of-way, track(s), structures, roadbed, rail communication or other facilities (including fiber optic cable), which necessitate any change of location, height or depth of Crossing, Licensee shall make such changes in Crossing and/or the grading, approaches or drainage, within thirty(30) days after notice in writing from City, all at Licensee's sole cost and expense, and upon plans and specifications approved by City. 10.3 If Licensee desires to revise, relocate or change in all or any part of said Crossing, or if Licensee is required to change or alter Crossing, drainage or approachways, plans therefor shall be submitted to City for approval before any such change is made. 10.4 After change or alteration, the terms and conditions of this Agreement shall apply thereto. 11. TERM, TERMINATION, REMOVAL: 11.1 The term of this Agreement shall be a period of five(5)years from the date hereof and the Agreement shall remain in effect from month to month thereafter, until terminated by either party upon giving to the other thirty(30) days' written notice of such termination. 11.2 Upon failure of Licensee to perform or comply with any term, covenant, clause, or condition herein contained, this Agreement may be terminated immediately upon notice by City. After such notice of breach, City may barricade or otherwise block said Crossing (and stop Licensee's use of the Overcrossing) until removed by Licensee, at sole risk and expense of Licensee. - 7 - 167822/424343_1248420303-1-2+8/57820003 11.3 Within thirty(30) days after termination of this Agreement, unless the parties hereto otherwise agree, said Crossing (which includes the Overcrossing) shall be removed, all approaches barricaded, and right-of-way of City restored in a manner satisfactory to City, all at the sole cost and expense of Licensee. All removal and restoration work to be performed on that portion of said Crossing between the rails of said track(s) and for two feet (2') beyond each outermost rail shall be done by City, at Licensee's sole cost and expense. 11.4 If Licensee fails to make removal as in Section 11.3, City may remove same, by City employee or contract forces, at Licensee's sole risk, cost and expense. 11.5 All rights which Licensee may have hereunder shall cease and end upon the termination date so specified; provided, however,that termination of this Agreement shall not in any manner affect any claims and liability which may have arisen or accrued hereunder prior to termination, and which, at the time of termination, have not been satisfied. 12. RISK, LIABILITY, INDEMNITY: 12.1 Licensee, recognizing that any use of City property, tracks and right-of- way involves increased risks, expressly assumes all risk of loss and damage to, and waives any right to ask or demand damages for, Property of Licensee, or any part thereof, at the Crossing, including loss of or interference with the use of service thereof, regardless of cause, including: (a) any fault, failure or negligence of City in the construction, operation or maintenance of the Crossing, or in rail operations on or over the Crossing; and/or(b) any fire, regardless of the source or origin thereof. For this Section, the term"Property of Licensee"shall include property of third parties situated or placed upon City's right-of-way by Licensee or by such third parties at request of or for the sole benefit of Licensee. 12.2 Licensee, with the recognition above, and as further consideration for the grant of this crossing right, also assumes all liability for, and releases and agrees to (all with counsel acceptable to the City), defend, indemnify, protect and save City harmless from and against: (a) all loss of or damage to any other property, including property in the care, custody or control of City and of third parties, now situated or which may be placed at the Crossing or adjacent thereto, and the loss of or interference with any use or services thereof, and (b) all loss and damage on account of injury to or death of any and all persons (including but not limited to employees, invitees and patrons of the parties hereto)on the Crossing; and (c) all claims and liability for such loss and damage and cost and expenses thereof, arising out of, resulting from, or connected in any manner with the construction, reconstruction, maintenance, upgrade, existence, use, condition, repair, change, relocation or subsequent removal of said Crossing (which as defined, includes - 8 - 167822/020303_124892039343+8/57820003 the Overcrossing), any parts thereof or appurtenant structures, regardless of cause, even if occurring or resulting from the sole or joint fault, failure or negligence of City, including such loss, damage or injury: (i) caused in whole or in part by the fault, failure or negligence of City; or(ii) caused in whole or in part by the fault, failure or negligence of Licensee; or(iii) resulting from the creation of this license and the additional hazards that this Crossing imposes upon City's operations. 12.3 For the purposes of these Liability and Indemnity provisions only, all persons, including the employees and/or servants of City and of Licensee, or employees of any independent or subcontracting third parties engaged in any construction or maintenance activities at the Crossing, in any of the work described in this Agreement, shall be deemed to be the sole contractors of Licensee while so engaged. 12.4 All obligations of Licensee under this Agreement to release, indemnify and hold City harmless shall also extend to companies and other legal entities that control, are controlled by, are subsidiaries of or are affiliated with City, and their respective officers, agents, employees and servants. 12.5 Licensee shall promptly(within thirty(30) days) advise City in writing, by Certified Mail of any claims made against Licensee and/or City under this Agreement or from use of the Crossing. 13. INSURANCE: 13.1 Because Licensee and/or its agents or contractor(s)must perform construction or demolition operations within fifty feet (50') of any operated City track(s), or affecting a City bridge, trestle, tunnel, track(s),roadbed, overpass or underpass, Licensee shall pay to Licensor the sum of U.S. Dollars ($XXX)to cover the cost of adding this Occupancy(Crossing)to Licensor's existing blanket City Protective Liability(R.PL) Policy for the period of actual construction or dem�;p 13.2 Prior to commencement of any use of the Crossm , L�isole hall ((procure and shall thereafter maintain during continuance of this Agreemen , cost and expense, Commercial General Liability(CGL) Insurance covering liability assumed by Licensee qqer this Agreement, with coverage of not less than LIXMI '1Lv1^ DOLLARS ($XXXXXX) Combined Single Limit per woccurrenc , or bodily injury and property damage. Any and all exclusions related to work or any other activities related to use, operation, installation, maintenance, repairs, removal, et al. within fifty feet (50') of a railroad track shall be deleted from said policy. The CGL dorsed to provide for thirty(30) days' notice in writing to City'sDirector-Casualty Insur , at the address above, prior to termination of or E change n tse coverage prove e . N ,� n, �„ -� �(� I-r 'o�.� p 1��L Q � 13.3 If CGL coverage is written on a public liability insurance form, Insurance p Y Services Office endorsement GL-99-18 must be added to the policy to extend the definition of"incidental contract"to include any easement or license agreement in connection with vehicle or pedestrian City crossings at grade. If said CGL policy is - 9 - 167 8 22/Q-2-Q3 Q-3-124 80-20-303-4-2+8/5 7 8 200 0 3 9 -167822/QZQ3Q31248920303.42+8/57820003 written on a"Claims Made"basis rather than"Per Occurrence"basis, Licensee shall arrange for adequate time for reporting losses. Failure to arrange adequate reporting time shall be Licensee's sole risk. 13.4 Said Crossing shall not be opened for private traffic contemplated under this agreement until said CGL insurance coverage is placed in effect and written notice thereof is given to City. In the event said CGL insurance is cancelled, or is allowed to lapse, Crossing shall be subject to immediate closure and removal by City upon notice to Licensee, all at Licensee's cost. 13.5 City may at any time request evidence of insurance purchased by Licensee to comply with this Article and may demand that Licensee purchase insurance deemed adequate by City. Failure of Licensee to comply within thirty(30) days of City's demand shall be an event of default subject to termination in Article 11. 13.6 Furnishing of insurance by Licensee shall not limit Licensees liability under this Agreement, but shall be additional security therefor. 14. BREACH, WAIVER: 14.1 Any waiver by either party at any time of its rights as to anything herein contained shall not be construed as a permanent waiver of such covenant or condition, or any subsequent breach thereof, unless such covenant or breach is waived in writing by said party. 14.2 Neither the failure of City to object to any work done, material used, or method of construction or maintenance of said Crossing, nor any approval given or supervision exercised by City shall be construed as an admission of liability or responsibility by City, or as a waiver by City of any of the obligations, liability and/or responsibility of Licensee. 15. NOTICE(S): 15.1 Before doing any work on City's right-of-way, Licensee shall give City's City Administrator and Director of Public Works at least five(5) days' written notice. 15.2 All other notices and communications concerning this Agreement shall be addressed to the following: (a) If to City, to: Shelly Badger City Administrator City of Yelm 105 Yelm Avenue West, P.O. Box 479 Yelm, Washington 98597 - 10- 167822/42Q3431248020303+2+8/57820003 (a) If to Licensee, to: Name Title Miles Sand and Gravel Company 1220 M Street SE P.O. Box 130 Auburn, WA 98071 15.3 Unless otherwise expressly stated herein, all such notices shall be in writing and sent via Certified or Registered Mail-Return Receipt Requested, or by courier, and shall be effective upon(a) actual receipt or(b) addressee's refusal of delivery. 16. TITLE: 16.1 Licensee shall not at any time own or claim any right, title or interest in or to City's property occupied by Licensee's Crossing, nor shall the exercise of this Agreement for any length of time give rise to any title to said property, or any right or interest in Licensee other than the license created hereby. 17. GENERAL PROVISIONS: 17.1 Neither this Agreement nor any provision hereof or agreement or provision included herein by reference shall operate or be construed as being for the benefit of any third person. 17.2 This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of City, and the heirs, legal representatives, successors or assigns of Licensee, as the, case may be, but, this license is a personal privilege granted to Licensee and therefore no assignment sublease or sublicense hereof or of any rights or obligations hereunder shall be valid for any purpose without the prior written consent of City. 17.3 This Agreement contains the entire understanding between the parties hereto, and cannot be changed, altered, amended or modified, except by written instrument subsequently executed by the parties hereto. 17.4 Neither the form nor any language of this Agreement shall be interpreted or construed in favor of or against either party hereto. 17.5 This Agreement is executed under current interpretation of applicable Federal, State, County, Municipal or other local statute, ordinance or law. Each separate division(paragraph, clause, item, term, condition, covenant or agreement) herein shall have independent and severable status from each other separate division for the determination of legality, so that if any separate division is determined to be void, voidable, invalid or unenforceable for any reason, such determination shall have no effect - 11 - 167822/424343__12,4 8920303-1 2}$/57820003 upon the validity or enforceability of each other separate division herein contained, or any other combination thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate, each of which shall be evidence of this Agreement but which shall constitute but one agreement as of the day and year first above written. AGREED TO AND ACKNOWLEDGED: Witness for City: CITY OF YELM, WASHINGTON By: Its: Witness for Licensee: MILES SAND AND GRAVEL COMPANY By: Its: - 12 - 167822/424393_L2.4.80-20303+2f8/57820003 On this day of , 2002, before me, personally appeared on behalf of City of Yelm, Washington, a municipal corporation in the State of Washington, who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. Notary Public in and for the State of WASHINGTON Printed Name: My appointment expires: On this day of , 2002, before me, personally appeared on behalf of Miles Sand and Gravel Company, a Washington corporation, who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. Notary Public in and for the State of WASHINGTON Printed Name: My appointment expires: - 13 - 167827/Q2Q3Q3.1?A__80293©34-2 F8/57820003 Ditch - i fx - i r t r�f�I9C� ,-✓ it r ��.�- � �. .t L "Y South end of culvert w•vr? Track crossing 1 west rrF k - Ditch to the north West Y S i t r 1 ' - 4 r 'tea. crossing J 1 1r. n " � �CY ��y;ts:'�'j,�`rftrt 't r � �� 'i •irk�� West to east West to east Am s:> _r or 1 TRUSS AS REQUIRED i 75' 51' 10' 10' _ TYP. DIA. ° 4 TUNNEL 4. i l 6. \ I 24' I 9' ►�-� 9' - 5'-6" i 37' . 75-9 7/8" TRUSS AS REQUIRED $ $ Q Q Q - i I - 13' 23' I � i NOTES: a 1/2• (1) CONVEYOR INTERLOCKED WITH FEEDING DEVICE -6• TO ELIMINATE AN OVERLOAD OPERATING CONDITION 37' (2) MATERIAL CONVEYED OVER TRACKS IN TUBE TO ELIMINATE SPILLAGE OVER TRACKS THIS Wuwwc OWNED BY; vel9mmmRr--S, itr. caosx�c/smiEENCnlcoN me EoupwENT t S:IPPL"_S 8111 SEVENTH AVE. 50., SEATTLE, WA 98108 PHONE (206) 764-4541, FAX: (206) 764-7068 TUNNEL LAYOUT OVER TRAIN TRACKS DRAWN ar: P. Y. murrNc NO.: c:�c. a'E 1-12-99 1/s• = 1' 97073 o Page 1 of 1 Shelly Badger From: "Shelly Badger" <shelly@yelmtel.com> To: <randyl@awcnet.org> Sent: Friday, January 31, 2003 10:02 AM Attach: milescrossingagreement.2003.DOC Subject: RR crossing agreement Randy, thank you for the returned phone call yesterday regarding my question related to the private road grade crossing and overpass agrement that Miles Sand and Gravel has requested that would cross the City-owned Yelm-Roy Prairie Railroad Line. I am going to attach a copy of the agreement prepared by our RR attorney, Betts Patterson & Mines. Sections 12 & 13 discuss the "Risk, Liability & Indemnity" and "Insurance" requirements and need your review and input. Following this e-mail, I am going to forward you a copy of the e-mail that I received from the Attorney who drafted the agreement with some thoughts/suggestions related to these areas of the agreement. Please let me know if you need anything else. Thank you, Shelly Shelly Badger Yelm City Administrator P.O. Box 479, Yelm, WA 98597 360-458-8405 shel4r yelmtel_.co_m__ 1/31/2003 Page l of 2 Shelly Badger From: "Shelly Badger" <shelly@yelmtel.com> To: "Adam Rivas" <AGRivas@ywave.com>; "Joe Williams" <willgrpjsw@aol.com>, "John Thompson" <willgrpjgt@aol.com> Sent: Wednesday, January 29, 2003 4:41 PM Attach: milescrossingagreement.2003.DOC; milescrossingproposalltr09O2O2.doc Subject: Fw: Crossing agreement Hello, I am forwarding a copy of the e-mail I sent today 1-30 to Jerry at Miles related to the Crossing and Overpass Agreement (draft Agreement attached also) prepared by Taro at Steve Day's office and reviewed by Charlie Burnham. This agreement would allow Miles to cross the Yelm Roy Prairie Line with both a vehicle crossing and to construct an enclosed overhead conveyor (similar to the one on Reservation Road) to transport material being extracted on the west side of the tracks to their processing plant on the east side of the tracks. I received this request late last summer and we responded with a letter (upon consulting with Taro) that I am attaching to this e-mail (9-02-02 letter) that stated our preliminary intent to grant a license. It was put on hold until Miles got closer to the actual Hearing with Pierce County to seek approval to mine additional material from the west side of the tracks. Well the Hearing is now scheduled for 2-19 and I have been scrambling to try to get to this. Jerry would like to go into the Hearing with a license to cross our RR from Yelm and I am still shooting for that target date. However, we have process to follow, which leads to my questions/recommendation: 1. We should have a recommendation from the RAC which would mean that we would need to meet prior to and/or including next Tuesday, 2-4. This recommendation could include an amount for an annual license and mtce fee. Does that work for you? 2. The recommendation should go to City Council on 2-12 which would mean a recommendation and staff report complete by Wed. 2-5 at 5 PM to be included in the Council packets. I am sorry for the short notice, but honestly I lost track of time on this need of Miles. Also, fyi only, I have heard word during my hours spent in Watershed Meetings, that there may be opposition from environmental groups to their additional mining request. The reason I am not completely sure of and chose not to ask alot of ? to stir a pot that usually doesn't need any further stirring! Let me know what works for you related to a RAC meeting and I will pull one together ASAP! Thanks, Shelly Shelly Badger- Yelm City Administrator P.O. Box 479, Yelm, WA 98597 360-458-8405 shelly elmtel.com -----Original Message---- 1/29/2003 Page 2 of 2 From: Shelly-Badaer To: Jerry Trudeau Sent: Wednesday, January 29, 2003 4:21 PM Subject: Crossing agreement Jerry, I am attaching the draft Crossing and Overpass Agreement for your review. Can you provide the info in bold on Page 1 in the first Whereas paragraph? We are currently reviewing in house for minor changes and must determine the license/mtce fee described on Page 3. Also, our insurance company is reviewing for recommendations in Section 13 on Page 9. If you could provide to me your review comments, I will do my best to get it on the City Council's 2-12 agenda for review and consideration. If approved, it would meet your 2-19 Hearing date (does that date still stand?). If they need additional information, the item would get tabled to the 2-26 CC meeting. Thanks, Shelly Shelly Badger Yelm City Administrator P.O. Box 479, Yelm, WA 98597 360-458-8405 shelly@yelmtel.com 1/29/2003 Page 1 of 1 Shelly Badger From: "Shelly Badger" <shelly@yelmtel.com> To: "Jerry Trudeau" <jerryt@gravelpits.com> Sent: Wednesday, January 15, 2003 9:08 AM Subject: Re: YELM ROY PRAIRIE LINE CROSSING Jerry, Please know that I haven't forgotten about you, just dealing with those "most pressing" issues first with the new year and having been on vacation over the holidays. Now that I have a timeline from you, your project is entering the "most pressing issues" category! Stand by, I will be in touch soon. Shelly Shelly Badger Yelm City Administrator P.O. Box 479, Yelm, WA 98597 360-458-8405 shelly(��velmtel.com ----- Original Message----- From: Jerry Trudeau To: 'shell @ elmtel.com' Sent: Friday, January 10, 2003 10:20 AM Subject: YELM ROY PRAIRIE LINE CROSSING Good Morning Shelly: I trust the New Year has started out well for you. Hope your Holidays were all good. We have a hearing with Pierce County scheduled for February 19th, at which time we expect to receive a decision that will allow us to being mining one of the sites (the SW Bench) on the west side of the railroad tracks. Per our earlier conversations, my letter to you of August 27th and your response on September 3rd, we are quickly coming to the point where we will need an agreement in place petaining to our ability to cross the Yelm Roy Prairie Line. I believe it would be mutually beneficial if said agreement was finalized before our hearing on February 19th. I know that the interest of Miles Sand and Gravel in future utilization of the rail line closely coincides with the interests of the City of Yelm. We continue to support the notion of a crossing through Miles' Roy Pit property to connect the YRPL with the Tacoma Mountain Line. We are especially excited about the possibilities if the BN line from Roy to Lakeview were to become available. In this respect, we consider the City of Yelm as potentially a future partner as we all attempt to further business interests for the Yelm - Roy community. Thank you for your time and consideration Shelly. I look forward to hearing from you. Jerry Trudeau MILES SAND AND GRAVEL CO 253-833-3705 x429 jerryt(�gravelpits.com 1/15/2003 Page 1 of 1 Shelly Badger From: "Taro Kusunose" <tkusunose@bpmlaw.com> To: "Shelly A. Badger(E-mail)" <shelly@yelmtel.com> Cc: "Charles E. Burnham (E-mail)" <ceb@deainc.com>; "Steve Day" <sday@bpmlaw.com> Sent: Friday, October 18, 2002 7:03 PM Attach: 167822v1.DOC Subject: Miles Crossing Notice: This is a confidential communication;it may also be privileged. If you are not the intended recipient,please advise the sender at(206)268-8646 and then immediately delete this communication,including any attachments,without reading or disclosing its contents. Thank you. Shelly: Attached is the revised Miles crossing agreement. Charlie has reviewed the document, and we have incorporated his edits. There are a few blanks left in the agreement, however. The blanks for the "Fees" provisions (Section 3) should be filled in by the City based upon a business decision as to how much money it would like to receive. We might recommend $50 for each of 3.1 and 3.2, but again, this is entirely up to the City. We obviously are not as involved in relationship between the City and Miles as you are. Similarly, the blanks for the "Insurance" provisions (Section 13) must also be filled in. These, however, should be done based upon an assessment of the risk by the City Risk Manager, insurance broker, or equivalent individual. Should your risk guy need guidance, we can make recommendations. Obviously, Charlie can too. Finally, Charlie raised two important questions when he reviewed our previous draft. He wrote: 1) Should the Licensee carry Railroad Protective Liability Insurance during construction of the crossing? BNSF requires $2MM/6MM policy during construction. 2) Should insurance policies name the City as an additional insured. We have the following recommendations. As to 1): Yes. Perhaps $2MM-$5MM. 2): Yes, to avoid later subrogation against the City. These are recommendations, however, and ultimately, the City Risk Manager must make these decisions. Please let us know what you want for these sections, or if you have any other questions or concerns. At this point, we are now pretty much ready to hand the document off to Miles, if the City and Miles are already at that point. Taro Taro Kusunose Attorney Betts,Patterson&Mines,P.S. Seattle,Washington USA (206)268-8646[direct-dial] For additional information,please visit: www.bpmlaw.com 10/21/2002 �y V RIVAT AP CROSSING A OVEN VE AGREEME T THIS PRIVATE ROAD GRADE CROSSING AND OVERPASS AGREEMENT ("Agreement"), made as of this (the"Effective Date"), by and between the City of Yelm, a municipal corporation in the State of Washington, whose mailing address is 105 Yelm Avenue West, P.O. Box 479, Yelm, Washington 98597, hereinafter called"City,"party of the first part, and Miles Sand and Gravel Company, a Washington corporation whose mailing address is 1220 M Street SE, P.O. Box 130, Auburn, WA 98071, hereinafter called"Licensee,"party of the second part; WITNESSETH: WHEREAS, Licensee has utilized a private ro ssing across The Burling Northern and Santa Fe Railway Company ("BNS track at MP XX near the City of Roy, Washington (the"Private Road Crossing") ' a proximately 19NX; AND WHEREAS, on or about November 16, 2000, City acquired BNSF's rail line and rail corridor ownership interests in its rail line segment between Milepost 20.99 in Roy, Washington, and Milepost 25.56 in Yelm, Washington; AND WHEREAS, Licensee now desires to: 1)upgrade the Private Road Crossing in order to allow increased vehicular traffic, and in order to handle heavy equipment; and 2)to construct and to utilize at said crossing, an enclosed overhead conveyor-belt overcrossing structure(the"Overcrossing") to transport material being extracted from the west side of the railroad tracks to Licensee's aggregate processing plant located on the east side of the tracks, as shown in the plans attached hereto as Exhibit "A"; NOW, THEREFORE, City, for and in consideration of the fee(s) to be paid by Licensee and of the covenants,terms, conditions and agreements herein to be kept and performed by Licensee, hereby grants to Licensee the right or license to upgrade the Private Road Crossing and to construct and to utilize the Overcrossing upon the terms and conditions herein. 1. DEFINITIONS: 1.1 The term"Licensee" herein shall mean Miles Sand and Gravel Company and any affiliated associations, partnerships, governmental bodies or individuals as the case may be. The term"Licensee" shall also include Licensees' agents, employees, servants, sublicensees and invitees. All words herein referring to Licensee shall be taken to be of such number and gender as the context may require. 1.2 The term"City"herein shall include all servants, agents or employees of the City of Yelm. 1.3 The term"Crossing"herein shall include the Private Road Crossing with its track crossings, approaches, roadways, drainage facilities, warning devices, signals 167822/020303 0830/57820003 and wire lines, gates, barricades, signs, appliances and any ancillary facilities, and the Overcrossing. 1.4 The term"Overcrossing" herein shall refer to an enclosed overhead conveyor-belt overcrossing structure at the Crossing for the transportation of material being extracted on the west side of the railroad tracks to Licensee's aggregate processing plant located on the east side of said tracks. 1.5 The term"Maintenance"herein shall include keeping all vegetation within the area(s) outlined in red on the print attached hereto as Exhibit "XX" and identified thereon as "Sight Clearance Area(s)" cut to a height not exceeding two feet (2') above ground level, and keeping said"Sight Clearance Area(s)" free of parked vehicles and other obstructions. 2. USE LIMITATIONS: 2.1 This license is subject to: (a) all encumbrances, conditions, covenants and easements applicable to City's title to or rights in the subject property; (b) any existing public utilities and other pipe or wireline facilities located in, on, over, under or across the Crossing; (c) all instruments, easements, agreements and rights therefor,recorded or not; and(d) compliance by Licensee with terms and conditions herein. 2.2 The Crossing shall be used by Licensee or its business invitees only 1) as a private road for the purpose of Licensee's vehicular or pedestrian access to/from Licensee's properties on either side of the Crossing, and for the purpose of moving equipment between Licensee's said properties all by means of the Private Road Crossing, and 2) to transport material excavated by Licensee on the west side of the railroad tracks to Licensee's aggregate processing plant on the east side of the railroad tracks by means of the Overcrossing. 2.3 This Agreement is a personal license to Licensee and Licensee will not allow any person(s) other than Licensee and its business invitees to use said Crossing without the prior written consent of City. 2.4 Licensee, at its sole cost and expense, shall erect and permanently maintain"PRIVATE ROAD -- RESTRICTED USE" sign(s) or other signs indicating the private nature and limited use of the Crossing, at location(s) adjacent to said Crossing designated by City. It shall also erect and permanently maintain, at its sole cost and expense, "STOP" signs on both sides of the Crossing. Licensee shall erect and permanently maintain signage in compliance with any other Washington Utilities and Transportation Commission requirements. 2.5 Without separate written consent of City, Licensee shall not dedicate nor permit Crossing to be used for any purpose or in any manner that might in any way make said Crossing a public crossing or subject it to any public servitude. - 2 - 167822/020303 0830/57820003 2.6 City reserves and excepts unto itself the paramount right to continue to occupy, possess and use the area of the Crossing(s) for any and all City purposes. City shall not be obligated to make cuts in its trains for the Crossing. 2.7 Licensee shall use said Crossing in accordance with all rules and regulations of City and of any other public authority having jurisdiction over railroad grade crossings including, but not limited to, the Federal Railroad Administration and the Washington Utilities and Transportation Commission, or their successors, if any. 3. FEES: ' rxt-,e , k(A(I .ns 3.1 Upon execution of this Agreement, Licensee shal pay City: �(} (a) Professional service costs associated with development of this reement. G ftv i 2W) C4 r r 6 6J 4 1 fit c� � f " C!D SS U4 CJ�- (b) An Annual License Fee of w U.S. Dollars ($XX) and shall thereafter pay such non-refundable Annual License Fee on each anniversary of the Effective Date of this Agreement until terminated. Such Annual License Fee shall be subject to periodic review and adjustment at the sole discretion of City; and PI`\ C/ (c) The Construction Risk Fee("CRF")provided for in Section 13.1. � 3.2 Thereafter, on each anniversary of the Effective Date of this A reeme g (until terminated), Licensee shall also pay to City an Annual Maintenance Fee, of U.S. Dollars ($XX). City reserves the right to increase said Annual 0 Maintenance Fee, in proportion to the increase in Engineering News Record Construc 'on 1 i6r5Cost Index (Annual Average), issued in December preceding each anniversary date of this Agreement over such Annual Average Index issued in the preceding December, an for any increase in maintenance costs (including repairs, replacement or obsolescence) o any Crossing Warning Devices (signalization). � 3.3 Payment by Licensee of any Annual License Fee or Annual Maintenance Fee shall not be held to create an irrevocable license for any period. 3.4 Licensee shall also indemnify City against, and shall pay reimburse City for increased fees to the City resulting from any additional taxe d assessments levied solely on account of the existence of said upgraded Cross* J X� 10 N a� 0. 4. CONSTRUCTION, MAINTENANCE: 4.1 Private Road Crossing and any upgrades thereto (including ecessary appurtenances, approaches, roadway, curbs, gutters, shoulders, slopes, fills and cuts and drainage thereof) shall be designed, constructed, and thereafter maintained, at the sole cost and expense of Licensee. 4.2 Licensee's Overcrossing shall also be designed, constructed, and thereafter maintained, at the sole cost and expense of Licensee. - 3 - 167822/020303 0830/57820003 4.3 Construction of both the Private Road Crossing upgrades and the l fM 1 Overcrossing shall not commence prior to Licensee having received final written approval of their design and construction by the City's Chief Engineer(or his designated representative). City shall not unreasonably withhold such approval. 4.4 Design requirements for the Crossing include, but are not limited to, the following: (a) The structural supports for the Overcrossing on either side of the tracks shall be placed at a minimum distance from the track centerline to be determined by the City's Chief Engineer to accommodate the possible future addition of additional track(s). /� L (b) The Overcrossing's minimum vertical clearance height shall be twenty-three feet and six inches (23'6") to ensure adequate clearance for double-stack container cars on the tracks. (c) The design of the Private Road Crossing and the Overcrossing shall take into account the City'shief Engineer's design requirements in order to accommodate the future construcFKA4 of a recreational trail on the railroad right-of-way. ► 4.5 Licensee shall furnish all of the labor and materials required to build the Overcrossing, to upgrade the Private Road Crossing, and to do all necessary grading for the approaches. 4.6 Licensee, at its sole cost and expense, shall maintain all approachways, and shall keep the Crossing and designated Sight Clearance Area(s) at all times free and clear of all spilled materials, ice, snow, mud, debris and all obstructions (including parked vehicles) to satisfaction of City. 4.7 Licensee shall perform its construction and maintenance under this Agreement, or cause all Licensee's construction and maintenance under this Agreement to be performed, in a prudent and workmanlike manner, in conformity with any applicable statutes, orders, rules, regulations and specifications of any public authority having jurisdiction over the Crossing and under conditions satisfactory to and approved by City. 4.8 In the event Licensee contracts for the performance of any Crossing work, Licensee shall require its contractor(s) and/or subcontractor(s)to comply with all of the terms of this Agreement. 4.9 In the event Licensee fails, in the judgment of City, to comply with any construction or maintenance requirement of this Agreement, City, without waiving any other provision of this Agreement, may either furnish the labor and materials required to do such work, at the sole cost and expense of Licensee, or terminate this Agreement in accordance with Article 11 hereof. - 4 - 167822/020303 0830/57820003 4.10 Licensee shall be solely responsible for any relocation or protective encasement of any subsurface pipe or wire lines (telephone, electrical power transmission or distribution, fiber optic, cable television, water, sewer, gas or petroleum products, et al.) and for necessary relocation of surface structures or facilities (fences, towers, poles, etc.) incident to Licensee's construction(or reconstruction or upgrade)of the Crossing. 5. DRAINAGE: 5.1 Licensee shall not interfere with, or permit its contractors to interfere with,e the existing drainage facilities within the approachways or underneath said Crossing. ` 5.2 Licensee shall furnish, install and maintain, at Licensee's sole expense in a manner satisfactory to City, necessary drainage pipe and culverts within the approachways and underneath said Crossing, on each side of said track(s), to accept drainage from the roadbed and Overcrossing and keep drainage from the track(s) and th Al / City's right-of-way. 6. PERMITS: 6.1 Before any construction hereunder is performed, Licensee, at its sole cost and expense, shall obtain the City's approval of its plans, and obtain any necessary permits or licenses from all Federal, State or local public authorities having jurisdiction over the Crossing or City's rail right-of-way and shall thereafter observe and comply with said licenses and permits, with the requirements of such public authorities, and with all applicable laws, rules and regulations and modifications thereof. 6.2 City shall cooperate with Licensee in obtaining and complying with any Federal, State or local permits relative to Licensee's Crossing. 6.3 Licensee shall defend, protect and hold City harmless for failure to obtain permits and licenses, for any violation thereof, or for costs or expenses of compliance or remediation. 7. BARRICADES, GATES, SIGNALS: 7.1 Initially, the City shall not require Licensee to construct gates or grade crossing signal lights. However, City reserves the right to notify Licensee, at any time, that Licensee shall within a reasonable time period, at its sole cost and expense, furnish, construct and maintain any gate(s), barricade(s), sign(s), flashing light signals, and/or grade crossing warning device(s), or provide permanent flaggers or other protective services, as shall from time to time be deemed necessary for public safety purposes by City or by any other public authority sharing jurisdiction over rail grade crossings. The design and placement of signs, barriers, gates and any crossing warning devices shall be subject to the approval of City. The cost of installing and maintaining and/or finishing such additional crossing protection shall be paid solely by Licensee as a condition to keeping the Crossing in place. - 5 - 167822/020303 0830/57820003 7.2 City may elect to furnish materials and install such gates, barricades signs or automatic or other crossing warning devices, or provide such protective services, at the sole cost and expense of Licensee. City may require advance deposit of estimated cost and expense of such work and materials. Upon completion of construction, City will promptly refund any portion of the deposit in excess of City's costs and expenses. Should City's costs and expenses exceed said deposit, Licensee shall promptly pay such excess upon receipt from City of bill therefor. 7.3 The operation of barriers and other warning devices and the performance of said protective services shall be in accordance with the requirements of the City, and any other applicable public requirements or regulations including but not limited to the Washington Utilities and Transportation Commission(if applicable) and the Federal Railroad Administration(if applicable). Licensee shall keep all such gates and barricades closed and locked when Crossing is not in actual use by authorized parties. 7.4 After any Crossing signals have been placed in service, Licensee will operate and maintain said signals, at the sole expense of Licensee. Costs of such signal maintenance and operation(including electric current) will be reviewed periodically, and the amount billed will be revised accordingly. In addition to said signal maintenance and operation expense, Licensee shall reimburse City, within sixty(60) days after receipt of itemized bill from City, (a)the cost of upgrading said signals to prevent obsolescence and (b)the cost of repairing or replacing said signals as a result of damages thereto, howsoever resulting. If Licensee fails or refuses to maintain and/or provide or pay costs thereof, City may terminate this Agreement as provided for in Article 11. 8. OPERATIONAL SAFETY: 8.1 Licensee shall use the highest degree of care in the operation and use of said Crossing. 8.2 City shall erect, and thereafter Licensee shall maintain, all at Licensee's cost, reflectorized"Railroad Crossing"crossbuck signs on each side of the Crossing, clearly visible to vehicular traffic approaching the Crossing from either side, and advising of the number of track(s)to be crossed. In addition, City shall erect, and thereafter Licensee shall maintain, all at Licensee's cost, signage on each side of the Overcrossing clearly visible from rail traffic approaching from either direction, and advising of the Overcrossing's overhead clearance height. Licensee shall be solely responsible for periodically inspecting such signs to insure that same are in place and visible. 9. EXPLOSIVES: 9.1 In the construction and/or maintenance of said Crossing, Licensee shall not use explosives of any type or perform or cause any blasting without the separate express prior written consent of City. In the event such consent is extended, a representative will be assigned by City to monitor, and Licensee shall reimburse City for the entire cost and/or expense of furnishing said monitor. - 6 - 167822/020303 0830/57820003 ,9.2 Neither Licensee nor Licensee's contractor(s), agent(s) or employee(s), or business invitees may transport, carry or haul any explosive, flammable, combustible or other hazardous or dangerous materials, goods or commodities across track(s)of City without separate prior written consent of City. Such restrictions shall not apply to gasoline or diesel fuel in the vehicular fuel supply tanks of any vehicle or equipment passing over Crossing. 10. ALTERATIONS, TRACK CHANGES: 10.1 Whenever any repairs or changes are made to City's right-of-way or track, or if additional track(s) are laid at the site of the Crossing, necessitating repairs to, alteration of, or relocation of the Crossing, Lessee shall pay for or shall furnish labor and materials to make such repairs to, alterations to, or relocation of the Crossing. 10.2 In the event that City's operating and/or maintenance needs or uses require any change(including any raising, lowering, or additions to), relocation or improvement in its right-of-way, track(s), structures,roadbed, rail communication or other facilities (including fiber optic cable), which necessitate any change of location, height or depth of Crossing, Licensee shall make such changes in Crossing and/or the grading, approaches or drainage, within thirty(30) days after notice in writing from City, all at Licensee's sole cost and expense, and upon plans and specifications approved by City. 10.3 If Licensee desires to revise, relocate or change in all or any part of said Crossing, or if Licensee is required to change or alter Crossing, drainage or approachways, plans therefor shall be submitted to City for approval before any such change is made. 10.4 After change or alteration, the terms and conditions of this Agreement shall apply thereto. 11. TERM, TERMINATION, REMOVAL: 11.1 The term of this Agreement shall be a period of five (5)years from the date hereof and the Agreement shall remain in effect from month to month thereafter, until terminated by either party upon giving to the other thirty(30) days' written notice of such termination. 11.2 Upon failure of Licensee to perform or comply with any term, covenant, clause, or condition herein contained, this Agreement may be terminated immediately upon notice by City. After such notice of breach, City may barricade or otherwise block said Crossing (and stop Licensee's use of the Overcrossing)until removed by Licensee, at sole risk and expense of Licensee. 11.3 Within thirty(30) days after termination of this Agreement, unless the parties hereto otherwise agree, said Crossing (which includes the Overcrossing) shall be removed, all approaches barricaded, and right-of-way of City restored in a manner satisfactory to City, all at the sole cost and expense of Licensee. All removal and restoration work to be performed on that portion of said Crossing between the rails of - 7 - 167822/020303 0830/57820003 said track(s) and for two feet (2') beyond each outermost rail shall be done by City, at Licensee's sole cost and expense. 11.4 If Licensee fails to make removal as in Section 11.3, City may remove same, by City employee or contract forces, at Licensee's sole risk, cost and expense. 11.5 All rights which Licensee may have hereunder shall cease and end upon the termination date so specified;provided, however, that termination of this Agreement shall not in any manner affect any claims and liability which may have arisen or accrued hereunder prior to termination, and which, at the time of termination, have not been satisfied. 12. RISK, LIABILITY, INDEMNITY: 12.1 Licensee, recognizing that any use of City property, tracks and right-of- way involves increased risks, expressly assumes all risk of loss and damage to, and waives any right to ask or demand damages for, Property of Licensee, or any part thereof, at the Crossing, including loss of or interference with the use of service thereof, regardless of cause, including: (a) any fault, failure or negligence of City in the construction, operation or maintenance of the Crossing, or in rail operations on or over the Crossing; and/or(b) any fire, regardless of the source or origin thereof. For this Section, the term"Property of Licensee" shall include property of third parties situated or placed upon City's right-of-way by Licensee or by such third parties at request of or for the sole benefit of Licensee. 12.2 Licensee, with the recognition above, and as further consideration for the grant of this crossing right, also assumes all liability for, and releases and agrees to (all with counsel acceptable to the City), defend, indemnify, protect and save City harmless from and against: (a) all loss of or damage to any other property, including property in the care, custody or control of City and of third parties, now situated or which may be placed at the Crossing or adjacent thereto, and the loss of or interference with any use or services thereof, and (b) all loss and damage on account of injury to or death of any and all persons (including but not limited to employees, invitees and patrons of the parties hereto)on the Crossing; and (c) all claims and liability for such loss and damage and cost and expenses thereof, arising out of, resulting from, or connected in any manner with the construction, reconstruction, maintenance, upgrade, existence, use, condition, repair, change, relocation or subsequent removal of said Crossing (which as defined, includes the Overcrossing), any parts thereof or appurtenant structures,regardless of cause, even if occurring or resulting from the sole or joint fault, failure or negligence of City, including such loss, damage or injury: (i) caused in whole or in part by the fault, failure or negligence of City; or(ii) caused in whole or in part by the fault, failure or negligence of - 8 - 167822/020303 0830/57820003 Licensee; or(iii) resulting from the creation of this license and the additional hazards that this Crossing imposes upon City's operations. 12.3 For the purposes of these Liability and Indemnity provisions only, all persons, including the employees and/or servants of City and of Licensee, or employees of any independent or subcontracting third parties engaged in any construction or maintenance activities at the Crossing, in any of the work described in this Agreement, shall be deemed to be the sole contractors of Licensee while so engaged. 12.4 All obligations of Licensee under this Agreement to release, indemnify and hold City harmless shall also extend to companies and other legal entities that control, are controlled by, are subsidiaries of or are affiliated with City, and their respective officers, agents, employees and servants. 12.5 Licensee shall promptly(within thirty(30) days) advise City in writing, by Certified Mail of any claims made against Licensee and/or City under this Agreement or from use of the Crossing. 13. INSURANCE: 13.1 Because Licensee and/or its agents or contractor(s)must perform construction or demolition operations within fifty feet (50') of any operated City track(s), or affecting a City bridge, trestle, tunnel, track(s), roadbed, overpass or underpass, G Licensee shall pay to Licensor the sum of U.S. Dollars ($XXX) to cover the cost of adding this Occupancy(Crossing)to Licensor's existing blanket City e Protective Liability(R.PL) Policy for the period of act al constructs or demolition. tor✓ - � *e�� X" S X 15 cane-� 13.2 Prior to commtnceme�it of any use of the Crossing, Licensee shall procure�jas and shall thereafter maintain during continuance of this Agreement, at its sole cost and '4J expense, Commercial General Liability(CGL) Insurance covering liability assumed by p w,` Licensee under this Agreement, with coverage of not less than �UA �1ti� DOLLARS ($XXXXXX) Combined Single Limit per G occurrence, for bodily injury and property damage. Any and all exclusions related to cfrs lw work or any other activities related to use, operation, installation, maintenance, repairs, removal, et al. within fifty feet (50')of a railroad track shall be deleted from said policy. The CGL policy shall be endorsed to provide for thirty(3 0) days' notice in writing to City's Director-Casualty Insurance, at the address above, prior to termination of or change in the coverage provided. 13.3 If CGL coverage is written on a public liability insurance form, Insurance Services Office endorsement GL-99-18 must be added to the policy to extend the definition of"incidental contract"to include any easement or license agreement in connection with vehicle or pedestrian City crossings at grade. If said CGL policy is written on a"Claims Made"basis rather than"Per Occurrence"basis, Licensee shall arrange for adequate time for reporting losses. Failure to arrange adequate reporting time shall be Licensee's sole risk. - 9 - 167822/020303 0830/57820003 13.4 Said Crossing shall not be opened for private traffic contemplated under this agreement until said CGL insurance coverage is placed in effect and written notice thereof is given to City. In the event said CGL insurance is cancelled, or is allowed to lapse, Crossing shall be subject to immediate closure and removal by City upon notice to Licensee, all at Licensee's cost. 13.5 City may at any time request evidence of insurance purchased by Licensee to comply with this Article and may demand that Licensee purchase insurance deemed adequate by City. Failure of Licensee to comply within thirty(30) days of City's demand shall be an event of default subject to termination in Article 11. 13.6 Furnishing of insurance by Licensee shall not limit Licensees liability under this Agreement, but shall be additional security therefor. 14. BREACH, WAIVER: 14.1 Any waiver by either party at any time of its rights as to anything herein contained shall not be construed as a permanent waiver of such covenant or condition, or any subsequent breach thereof, unless such covenant or breach is waived in writing by said party. 14.2 Neither the failure of City to object to any work done, material used, or method of construction or maintenance of said Crossing, nor any approval given or supervision exercised by City shall be construed as an admission of liability or responsibility by City, or as a waiver by City of any of the obligations, liability and/or responsibility of Licensee. 15. NOTICE(S): 15.1 Before doing any work on City's right-of-way, Licensee shall give City's City Administrator and Director of Public Works at least five(5) days' written notice. 15.2 All other notices and communications concerning this Agreement shall be addressed to the following: (a) If to City, to: Shelly Badger City Administrator City of Yelm 105 Yelm Avenue West, P.O. Box 479 Yelm, Washington 98597 (a) If to Licensee, to: Name Title - 10 - 167822/020303 0830/57820003 Miles Sand and Gravel Company ' tit 1220 M Street SE P.O. Box 130 �J Auburn, WA 98071 15.3 Unless otherwise expressly stated herein, all such notices shall be in writing and sent via Certified or Registered Mail-Return Receipt Requested, or by courier, and shall be effective upon(a) actual receipt or(b) addressee's refusal of delivery. 16. TITLE: 16.1 Licensee shall not at any time own or claim any right, title or interest in or to City's property occupied by Licensee's Crossing, nor shall the exercise of this Agreement for any length of time give rise to any title to said property, or any right or interest in Licensee other than the license created hereby. 17. GENERAL PROVISIONS: 17.1 Neither this Agreement nor any provision hereof or agreement or provision included herein by reference shall operate or be construed as being for the benefit of any third person. 17.2 This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of City, and the heirs, legal representatives, successors or assigns of Licensee, as the, case may be, but,this license is a personal privilege granted to Licensee and therefore no assignment sublease or sublicense hereof or of any rights or obligations hereunder shall be valid for any purpose without the prior written consent of City. 17.3 This Agreement contains the entire understanding between the parties hereto, and cannot be changed, altered, amended or modified, except by written instrument subsequently executed by the parties hereto. 17.4 Neither the form nor any language of this Agreement shall be interpreted or construed in favor of or against either party hereto. 17.5 This Agreement is executed under current interpretation of applicable Federal, State, County, Municipal or other local statute, ordinance or law. Each separate division(paragraph, clause, item, term, condition, covenant or agreement) herein shall have independent and severable status from each other separate division for the determination of legality, so that if any separate division is determined to be void, voidable, invalid or unenforceable for any reason, such determination shall have no effect upon the validity or enforceability of each other separate division herein contained, or any other combination thereof. - 11 - 167822/020303 0830/57820003 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate, each of which shall be evidence of this Agreement but which shall constitute but one agreement as of the day and year first above written. AGREED TO AND ACKNOWLEDGED: Witness for City: CITY OF YELM, WASHINGTON By: Its: Witness for Licensee: MILES SAND AND GRAVEL COMPANY By: Its: - 12 - 167822/020303 0830/57820003 On this day of , 2002, before me, personally appeared on behalf of City of Yelm, Washington, a municipal corporation in the State of Washington, who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. Notary Public in and for the State of WASHINGTON Printed Name: My appointment expires: On this day of , 2002, before me, personally appeared on behalf of Miles Sand and Gravel Company, a Washington corporation, who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. Notary Public in and for the State of WASHINGTON Printed Name: My appointment expires: - 13 - 167822/020303 0830/57820003 a� ce of Yelm a M 105 Yelm Avenue West YELM P.O. Box 479 WASHINGTON Yelm, Washington 98597 September 3, 2002 (360) 458-3244 Miles Sand and Gravel Company Jerry Trudeau P.O. Box 130 Auburn, WA 98071 RE: Response to August 27, 2002 letter Dear Jerry: The City of Yelm ("City") believes that the actions proposed by Miles Sand and Gravel Company ("Miles") in its letter dated August 27, 2002 may be beneficial to the City, as well as to Miles. Therefore, the City hereby tentatively agrees to grant a license to Miles over the rail right-of-way as described in the letter. The overhead conveyor proposal will require further evaluation, but the City tentatively also agrees to this portion of the proposal as well. The City will further evaluate Miles' proposal. This evaluation will include a review by the Rail Advisory Committee, as well as by a technical 1 consultant. The City will accept the proposal if it is found to be technically feasible, and if the two parties are able to: 1) successfully obtain any and all requisite authorizations (including, but not limited to, obtaining Yelm City Council and/or City of Roy approval, if needed), and 2) negotiate a mutually agreeable contract memorializing the terms of the proposed actions. We will be in contact with you as the evaluation progresses. Please contact me at 360-458-8405 or shellyC@yelmtel.com if you have any questions. S cerely: Shelly A. edger Yelm City Administrator Cc: Mayor Adam Rivas Taro Kusunose, Betts, Patterson & Mines, P.S. Charlie Burnham, David Evans and Associates Inc. The City of Yelm is an Equal Opportunity Provider �QF THF ArQ� ce of Yelm a M 105 Yelm Avenue West YELM P.O. Box 479 WASHINGTON Yelm, Washington 98597 September 3, 2002 (360) 458-3244 Miles Sand and Gravel Company Jerry Trudeau P.O. Box 130 Auburn, WA 98071 RE: Response to August 27, 2002 letter Dear Jerry: The City of Yelm ("City") believes that the actions proposed by Miles Sand and Gravel Company ("Miles") in its letter dated August 27, 2002 may be beneficial to the City, as well as to Miles. Therefore, the City hereby tentatively agrees to grant a license to Miles over the rail right-of-way as described in the letter. The overhead conveyor proposal will require further evaluation, but the City tentatively also agrees to this portion of the proposal as well. The City will further evaluate Miles' proposal. This evaluation will include a review by the Rail Advisory Committee, as well as by a technical consultant. The City will accept the proposal if it is found to be technically feasible, and if the two parties are able to: 1) successfully obtain any and all requisite authorizations (including, but not limited to, obtaining Yelm City Council and/or City of Roy approval, if needed), and 2) negotiate a mutually agreeable contract memorializing the terms of the proposed actions. We will be in contact with you as the evaluation progresses. Please contact me at 360-458-8405 or shelly(ccDyelmtel.com if you have any questions. Sbcerely: '1� Shelly A. edger � Yelm City Administrator Cc: Mayor Adam Rivas Taro Kusunose, Betts, Patterson & Mines, P.S. Charlie Burnham, David Evans and Associates Inc. The City of Yelm is an Equal Opportunity Provider I/ �F THS ce of Yelm a n+ 105 Yelm Avenue West YELM P.O. Box 479 WASHINGTON Yelm, Washington 98597 September 3, 2002 (360) 458-3244 Miles Sand and Gravel Company Jerry Trudeau P.O. Box 130 Auburn, WA 98071 RE: Response to August 27, 2002 letter Dear Jerry: The City of Yelm ("City") believes that the actions proposed by Miles Sand and Gravel Company ("Miles") in its letter dated August 27, 2002 may be beneficial to the City, as well as to Miles. Therefore, the City hereby tentatively agrees to grant a license to Miles over the rail right-of-way as described in the letter. The overhead conveyor proposal will require further evaluation, but the City tentatively also agrees to this portion of the proposal as well. The City will further evaluate Miles' proposal. This evaluation will include 1 a review by the Rail Advisory Committee, as well as by a technical consultant. The City will accept the proposal if it is found to be technically feasible, and if the two parties are able to: 1) successfully obtain any and all requisite authorizations (including, but not limited to, obtaining Yelm City Council and/or City of Roy approval, if needed), and 2) negotiate a mutually agreeable contract memorializing the terms of the proposed actions. We will be in contact with you as the evaluation progresses. Please contact me at 360-458-8405 or shelly@yelmtel.com if you have any questions. S' erely: Shelly A. adger Yelm City Administrator Cc: Mayor Adam Rivas Taro Kusunose, Betts, Patterson & Mines, P.S. Charlie Burnham, David Evans and Associates Inc. The City of Yelm is an Equal Opportunity Provider City of Yelm 4 M 105 Yelm Avenue West "Y3E:3LM P.O. Box 479 WASHINGTON Yelm, Washington 98597 September 3, 2002 (360) 458-3244 Miles Sand and Gravel Company Jerry Trudeau P.O. Box 130 Auburn, WA 98071 RE: Response to August 27, 2002 letter Dear Jerry: The City of Yelm ("City") believes that the actions proposed by Miles Sand and Gravel Company ("Miles") in its letter dated August 27, 2002 may be beneficial to the City, as well as to Miles. Therefore, the City hereby tentatively agrees to grant a license to Miles over the rail right-of-way as described in the letter. The overhead conveyor proposal will require further evaluation, but the City tentatively also agrees to this portion of the proposal as well. The City will further evaluate Miles' proposal. This evaluation will include a review by the Rail Advisory Committee, as well as by a technical consultant. The City will accept the proposal if it is found to be technically feasible, and if the two parties are able to: 1) successfully obtain any and all requisite authorizations (including, but not limited to, obtaining Yelm City Council and/or City of Roy approval, if needed), and 2) negotiate a mutually agreeable contract memorializing the terms of the proposed actions. We will be in contact with you as the evaluation progresses. Please contact me at 360-458-8405 or shelly(a yelmtel.com if you have any questions. S, cerely: Air/4, 1-?---- Shelly Adger Yelm City Administrator Cc: Mayor Adam Rivas Taro Kusunose, Betts, Patterson & Mines, P.S. Charlie Burnham, David Evans and Associates Inc. The City of Yelm is an Equal Opportunity Provider rZOAC F THF AQ�a9�. Cityo Yelm 4 M 105 Yelm Avenue West YELM P.O. Box 479 WASNINOTDN Yelm, Washington 98597 September 3, 2002 (360) 458-3244 Miles Sand and Gravel Company Jerry Trudeau P.O. Box 130 Auburn, WA 98071 RE: Response to August 27, 2002 letter Dear Jerry: The City of Yelm ("City") believes that the actions proposed by Miles Sand and Gravel Company ("Miles") in its letter dated August 27, 2002 may be beneficial to the City, as well as to Miles. Therefore, the City hereby tentatively agrees to grant a license to Miles over the rail right-of-way as described in the letter. The overhead conveyor proposal will require further evaluation, but the City tentatively also agrees to this portion of the proposal as well. The City will further evaluate Miles' proposal. This evaluation will include a review by the Rail Advisory Committee, as well as by a technical consultant. The City will accept the proposal if it is found to be technically feasible, and if the two parties are able to: 1) successfully obtain any and all requisite authorizations (including, but not limited to, obtaining Yelm City Council and/or City of Roy approval, if needed), and 2) negotiate a mutually agreeable contract memorializing the terms of the proposed actions. We will be in contact with you as the evaluation progresses. Please contact me at 360-458-8405 or shelly@yelmtel.com if you have any questions. S cerely: Shelly A. adger Yelm City Administrator Cc: Mayor Adam Rivas Taro Kusunose, Betts, Patterson & Mines, P.S. Charlie Burnham, David Evans and Associates Inc. The City of Yelm is an Equal Opportunity Provider QF THE V Ci of Yelm 4 in -4431, 105 Yelm Avenue West E YLM P.O. Box 479 WASHINGTON Yelm, Washington 98597 September 3, 2002 (360) 458-3244 Miles Sand and Gravel Company Jerry Trudeau P.O. Box 130 Auburn, WA 98071 RE: Response to August 27, 2002 letter Dear Jerry: The City of Yelm ("City") believes that the actions proposed by Miles Sand and Gravel Company ("Miles") in its letter dated August 27, 2002 may be beneficial to the City, as well as to Miles. Therefore, the City hereby tentatively agrees to grant a license to Miles over the rail right-of-way as described in the letter. The overhead conveyor proposal will require further evaluation, but the City tentatively also agrees to this portion of the proposal as well. The City will further evaluate Miles' proposal. This evaluation will include a review by the Rail Advisory Committee, as well as by a technical consultant. The City will accept the proposal if it is found to be technically feasible, and if the two parties are able to: 1) successfully obtain any and all requisite authorizations (including, but not limited to, obtaining Yelm City Council and/or City of Roy approval, if needed), and 2) negotiate a mutually agreeable contract memorializing the terms of the proposed actions. We will be in contact with you as the evaluation progresses. Please contact me at 360-458-8405 or shellvCcD-velmtel.com if you have any questions. S cerely: Shelly A.edger Yelm City Administrator Cc: Mayor Adam Rivas Taro Kusunose, Betts, Patterson & Mines, P.S. Charlie Burnham, David Evans and Associates Inc. The City of Yelm is an Equal Opportunity Provider THE City of Yelm 105 Yelm Avenue West YELM P.O. Box 479 WASMINOTON Yelm, Washington 98597 September 3, 2002 (360) 458-3244 Miles Sand and Gravel Company Jerry Trudeau P.O. Box 130 Auburn, WA 98071 RE: Response to August 27, 2002 letter Dear Jerry: The City of Yelm ("City") believes that the actions proposed by Miles Sand and Gravel Company ("Miles") in its letter dated August 27, 2002 may be beneficial to the City, as well as to Miles. Therefore, the City hereby tentatively agrees to grant a license to Miles over the rail right-of-way as described in the letter. The overhead conveyor proposal will require further evaluation, but the City tentatively also agrees to this portion of the proposal as well. The City will further evaluate Miles' proposal. This evaluation will include a review by the Rail Advisory Committee, as well as by a technical consultant. The City will accept the proposal if it is found to be technically feasible, and if the two parties are able to: 1) successfully obtain any and all requisite authorizations (including, but not limited to, obtaining Yelm City Council and/or City of Roy approval, if needed), and 2) negotiate a mutually agreeable contract memorializing the terms of the proposed actions. We will be in contact with you as the evaluation progresses. Please contact me at 360A58-8405 or shelly@yelmtel.com if you have any questions. S' cerely: Shelly A. edger Yelm City Administrator Cc: Mayor Adam Rivas Taro Kusunose, Betts, Patterson & Mines, P.S. Charlie Burnham, David Evans and Associates Inc. The City of Yelm is an Equal Opportunity Provider �QF THE pQ� Ia� 9r City of Yelm 4 M 105 Yelm Avenue West YELM P.O. Box 479 W..sHINaTON Yelm, Washington 98597 September 3, 2002 (360) 458-3244 Miles Sand and Gravel Company Jerry Trudeau P.O. Box 130 Auburn, WA 98071 RE: Response to August 27, 2002 letter Dear Jerry: The City of Yelm ("City") believes that the actions proposed by Miles Sand and Gravel Company ("Miles") in its letter dated August 27, 2002 may be beneficial to the City, as well as to Miles. Therefore, the City hereby tentatively agrees to grant a license to Miles over the rail right-of-way as described in the letter. The overhead conveyor proposal will require further evaluation, but the City tentatively also agrees to this portion of the proposal as well. The City will further evaluate Miles' proposal. This evaluation will include a review by the Rail Advisory Committee, as well as by a technical consultant. The City will accept the proposal if it is found to be technically feasible, and if the two parties are able to: 1) successfully obtain any and all requisite authorizations (including, but not limited to, obtaining Yelm City Council and/or City of Roy approval, if needed), and 2) negotiate a mutually agreeable contract memorializing the terms of the proposed actions. We will be in contact with you as the evaluation progresses. Please contact me at 360-458-8405 or shelly(&yelmtel.com if you have any questions. S cerely: Shelly A. edger Yelm City Administrator Cc: Mayor Adam Rivas Taro Kusunose, Betts, Patterson & Mines, P.S. Charlie Burnham, David Evans and Associates Inc. The City of Yelm is an Equal Opportunity Provider I/ �F THS Ci of Yelm a M 105 Yelm Avenue West YELM P.O. Box 479 WA6HIN�TON Yelm, Washington 98597 September 3, 2002 (360) 458-3244 Miles Sand and Gravel Company Jerry Trudeau P.O. Box 130 Auburn, WA 98071 RE: Response to August 27, 2002 letter Dear Jerry: The City of Yelm ("City") believes that the actions proposed by Miles Sand and Gravel Company ("Miles") in its letter dated August 27, 2002 may be beneficial to the City, as well as to Miles. Therefore, the City hereby tentatively agrees to grant a license to Miles over the rail right-of-way as described in the letter. The overhead conveyor proposal will require further evaluation, but the City tentatively also agrees to this portion of the proposal as well. The City will further evaluate Miles' proposal. This evaluation will include a review by the Rail Advisory Committee, as well as by a technical consultant. The City will accept the proposal if it is found to be technically feasible, and if the two parties are able to: 1) successfully obtain any and all requisite authorizations (including, but not limited to, obtaining Yelm City Council and/or City of Roy approval, if needed), and 2) negotiate a mutually agreeable contract memorializing the terms of the proposed actions. We will be in contact with you as the evaluation progresses. Please contact me at 360-458-8405 or shelly abyelmtel.com if you have any questions. S' erely: Shelly A. edger Yelm City Administrator Cc: Mayor Adam Rivas Taro Kusunose, Betts, Patterson & Mines, P.S. Charlie Burnham, David Evans and Associates Inc. The City of Yelm is an Equal Opportunity Provider ` TRANSMISSION VERIFICATION REPORT TIME 09/03/2002 11:21 DATE,TIME 09/03 11:20. FAX N0./NAME 12538333746 PAGE(S)DURATION 000:00:35 RESULT OK MODE STANDARD ECM THE pRf/ FAX TRANSMISSION CITY OF YELM PO BOX 479 - 105 YELM AVE W YELM WASHINGYELM WA 98597 TON 360-458-3244 FAX: 360-458-4348 To. Date. Fax#: Z!�—P3—3-1* pages: -Z-1 including this cover sheet. From: ]" 1 Subject: 4 �p �� COMMENTS: G� I� l/ ** If you do not receive all copies or any copy is not legible, please call (360)458-3244 as soon as possible. ds/c bffic6forms\fax 3 Page IofI Shelly Badger From: "Taro Kusunose" <tkusunose@bpmlaw.com> To: "Shelly A. Badger(E-mail)" <shelly@yelmtel.com> Cc: "Steve Day" <sday@bpmlaw.com> Sent: Friday, August 30, 2002 5:19 PM Subject: FW: Miles Proposal Shelly: I meant Rail Advisory Committee, not Rail Advisory Group. Taro -----Original Message----- From: Taro Kusunose Sent: Friday,August 30,2002 5:03 PM To: Shelly A. Badger(E-mail) Cc: Steve Day Subject: Miles Proposal Notice: This is a confidential communication;it may also be privileged. If you are not the intended recipient,please advise the sender at(206)268-8646 and then immediately delete this communication,including any attachments,without reading or disclosing its contents. Thank you. Shelly: Here is some language that you might use in your letter to Miles for their upcoming meeting with Pierce County. It is sufficiently non-committal, but would demonstrate to the County that the City would like to make this happen if possible. The City of Yelm ("City") believes that the actions proposed by Miles Sand and Gravel Company ("Miles") in its letter dated August 27, 2002 may be beneficial to the City, as well as to Miles. Therefore, the City hereby tentatively agrees to grant a license to Miles over the rail right-of-way as described in the letter. The overhead conveyor proposal will require further evaluation, but the City tentatively also agrees to this portion of the proposal as well. The City will further evaluate Miles' proposal. This evaluation will include a review by the Rail Advisory Group, as well as by a technical consultant. The City will accept the proposal if it is found to be technically feasible, and if the two parties are able to: 1) successfully obtain any and all requisite authorizations (including, but not limited to, obtaining Yelm City Council and/or City of Roy approval, if needed), and 2) negotiate a mutually agreeable contract memorializing the terms of the proposed actions. Once the Charlie and the technical folks give this project a green light, we will work on the documents to make it happen. When we do so, we will keep in mind all of the concerns that you had listed in your email. Let us know if you have any questions. Have a nice weekend. Taro Taro Kusunose Attorney Betts,Patterson&Mines,P.S. Seattle,Washington USA (206)268-8646[direct-dial] For additional information,please visit: www.bpmlaw.com 9/3/2002 Page IofI Shelly Badger From: "Taro Kusunose" <tkusunose@bpmlaw.com> To: "'Shelly Badger" <shelly@yelmtel.com> Cc: "Charlie Burnham" <ceb@deainc.com>; "Steve Day" <sday@bpmlaw.com> Sent: Friday, August 30, 2002 10:51 AM Subject: RE: Miles Sand & Gravel Notice: This is a confidential communication;it may also be privileged If you are not the intended recipient,please advise the sender at(206)268-8646 and then immediately delete this communication,including any attachments,without reading or disclosing its contents. Thank you. Have received the fax and your email, below. We will look into it and get back to you as soon as possible. Taro Taro Kusunose Attorney Betts,Patterson&Mines,P.S. Seattle,Washington USA (206)268-8646[direct-dial] For additional information,please visit: WWW.bpmlaw.com -----Original Message----- From: Shelly Badger[mailto:shelly@yehutel.com] Sent: Friday,August 30,2002 10:47 AM To: Taro Kusunose Cc: Charlie Burnham Subject: Miles Sand&Gravel Importance: High Taro, I just faxed to you the cover letter of a packet received on 8-29 from Jerry Trudeau from Miles Sand & Gravel for a request to cross the Yelm Roy Prairie Line for both a vehicle crossing and to construct an enclosed overhead conveyor to transport material from the west to east side of the track. I am putting the entire packet in the mail to you today. I spoke with Charlie this morning and he is going to look thru the packet of material and make recommendations on technical/engineering issues that need to be considered in granting a license. Could you look thru the information and make recommendations on what type of license we need to prepare, liability insurance requirements, a fee that would be appropriate for this type of license. Please know I want to be "busy friendly" to Miles, but also be fair to city taxpayers. Jerry from Miles knows that I am having both you and Charlie look at the material and help me out, but he did ask that I provide him some sort of"intent to grant a license" letter by Wed. 9-4 for his meeting with Pierce County to go over the permitting details for this upgrade to their mining permit. I have no problem sending him such a letter, but wanted to double-check with you on it and if you have any "suggested language"that would be appropriate but still give us flexibility to work thru the details of the license. Also, if the license ultimately needs to be approved by our City Council, I cannot have pre-approved it in this letter. I will be out of the office until Tuesday, 9-3, but did promise Jerry that I would at [east get this "train a-rollin" before I left! Thanks, Shelly 9/3/2002 MILES= MILES, SAND AND GRAVEL COMPANY P.O. BOX 130 AUBURN, WA 98071 CONCRETE • GRAVEL • CRUSHED ROCK • SAND PLANTS IN SALES/OFFIC FAX AUBURN TACOMA ROY SHELTON OLYMPIA (253)833-3705 253)833-3746 (2 )833-3700 (253)922-9116 (253)843-1787 (360)426-3344 (360)459-1258 August 27, 2002 Ms. Shelly Badger, City Administrator City of Yelm P.O. Box 479 Yelm, WA 98597 RE: Yelm Roy Prairie Line Crossing Dear Shelly: Per our earlier conversations, allow me this opportunity to clarify our request to cross the Yelm Roy Prairie Line as it passes through the Miles Sand and Gravel property near Roy. As you know, Miles Sand and Gravel owns approximately 540 acres near Roy. Said property is a permitted sand and gravel mine and is actively being mined at this time. The Yelm Roy Prairie Line runs directly through the Miles property in a mostly north to south direction. Miles is currently mining an area on the east side of the tracks, an area we refer to as the east lake. We are in the process of upgrading our mining permit and soon expect to be extracting material from the west side of the tracks—areas we can the southwest bench and the west lake. Historically, a vehicle crossing has been utilized to access the west side of the tracks. We would like permission to upgrade this crossing to move equipment between extraction sites. Furthermore, we would like to construct an enclosed overhead conveyor to transport material being extracted from the west side of the tracks to our aggregate processing plant located on the east side of the tracks. I have enclosed the following for your perusal: Two vicinity maps One site map drawn to scale One detailed drawing of overhead conveyor system One picture depicting an existing overhead conveyor, similar to what we propose Thank you Shelly, for your attention to this matter. If you have any questions or comments, please do not hesitate to call. Best regards, MILES SAND AND GRAVEL COMPANY Jerry Trudeau QN � �>MB4GF�tfENT 1 "a S MILE? �9Y � I a TACOM FIFE 0 w J� 5 0 Q GILl�GOO�-1 6�.Vv� V •-'"L 612 PUYALLUP • MaCHORD�FB aT E FT. LEWIS ' MILITARY RESERVATION 50 z ti SITE Roy s • A 26515-A •T . c ? 510 O Y A MaKEN02 3"'z ST. �. 50 Figure 1 WILES SAND & GRAVEL CO. SITT8 & HILL ENCIRS, INC. SURFACE MINIM© OPERATION Clyll, Structural & 8urvey1nq VICINITY M A P Roy, Washington Tacoma, Washington - 3 .417� C ^C p•• y r JRO R1 elf C _=� —.... ,, rte � , 3 v � 38 s 1 Q OPAL H/NK1 O T L I ' .323 / M CO ' v l ' G 1, �. � �,.� , �,� rte_ �, •��• .�. CO EKI -- / Cor 11 .• • URC :• )t0�\ •moi $ W / v E LA \ ; 0Figure 2 I SITTa a HILLEi�yINC' MILES SAND & GRAVEL Co- v AREA MAP Civil. et�otwai SURFACE 1011011010 OPERATION Tacoma, WashM+Oton IRoy, Washington ` „ yl • ''a x t' r Ju ,�� ` i. •0 •R •06 O t W ! l i :I .1► H ISI 1j' a �p 2 ,.Al '��,�' •t'Yf' .mac: •i ''/,+;'. ( - z � I ,/p �� .•�}�• LII• � f.r',-'; 0 , ,•u-'' r�+,' v{J '-")_ :,^� ,y�,j•.,-. t\'i \� K.,\ .{w• ,.:,r'._•' f/AStl � + .•3 gQ �•' y' p ,r'••: :'•, I� l,+t �,-�� •.../ n;�• �I!.it i.;\ i \ •,.._'' . 0 = c1�• ;I ,t ;'v. '. '� ") < .�• ��"�. !' ! �+-L .t.•\.•�\�`\,. \ v �U g�`�`�t� �F�••�Q. - _` .7'i"'/''`'`r ''r't, _ ,St.! '�•�+.r s' r••t:. tv mit R �z:2o Pi I •,�• •.tiE.i X'� •-Ff, ,•s^''ty' � N1 Q '4•`{+� •' •.�`. Y ,�rr t� � / IN;�, \• �\� •�t M.!' {' r•,M t .4nfi r •'tr.+ �j(!i'�I I � )`�,) �''i \.� 1`•.'s�i / ••�•>.:.�_•. .. �L\i. •i-. _ '/� / �„f'Jnl�.�/� �/,t i-�,I t' �,• ^�/ \ c 111 .i ,;•'� �"�"�..�'ti`�'•.--••-.«�. �it �.�,`,�.':;... •'/• r ��....' _ .�,�.. '' I �••* .,r •-� ► 'i• - .. . —' '` •J ;�blv/O � `"\ '•p� •' •'\� r,`..l, ' f '4• ~<• t�,o"vl�v` 1 ,/�"•r./! .5 \3Sp�� ' ''i 'iSir �•� ... 1 K 117 ,\\\� •� ,;�i� �I r .j�.. .L .�. .:;•+--�.�� Otf. \ t��sf�'..� i .fit N j Vii:K I : I� v'� q Ylft.•i''� .._._.` ......• •. 1 r,..: { S�.n ' 'rdoae.'.'"�\ ! ,,...•�: - 11 p!t x� � y cictsl A.,n >sifi.xa�f z au tin►x asaleaad -W01 V(. ►fn•••--'- -... - _ �'� � I I 00 Z O �1C3 ..� 3si 00 0 3f,i•t' �� .V; t,p�O+S•Yr .� �3�a).Fy61f'S t, yzz nol�o� Ol4 •-�- . p 0.y i,=�` .i•� �• ,? � y �'}� -' C�3.7jb �� '., ."..'•f..•: :w'' .n p� .' .. 1. , . •Ili r �,,,� � Po COX �1bo.js��1V1 H aNOd"pNF7113S 'z � — •--- �\ -�:i'�-- a. ,`;.;\ wale�L-y��o ONn vat a I•KZ/. .. "+caraMlygrc•4Y�� 9N1��/+7,Id• Li� � nb .. G6Z p42 :0L2 J W31b7 LSA14 ` } �� '',,ate -�•�� .�. - ._ .-_�-_. ..._____�._ X is Page 1 of 1 Shelly Badger From: "Shelly Badger" <shelly@yelmtel.com> To: "Charlie Burnham" <ceb@deainc.com>; "Taro Kusunose" <tkusunose@bpm law.com> Sent: Wednesday, September 18, 2002 7:44 AM Subject: Miles Hello Charlie and Taro! First, Charlie my apologies on not getting back to you after your first message. Didn't do it right away and then I forgot (honesty?% so thanks for the call back yesterday. Yes, Miles' still wants to proceed to obtain a permit as Jerry described in his letter. He was taking the "preliminary intent to grant a permit" letter to Pierce County and that seemed to suffice for that step in their permitting process. Let's do this, why don't the 2 of you talk and brainstorm what needs to be done and what is best for Yelm (while being business friendly to Miles, I don't want much, huh!) and then get back to me on a recommended process and details of the process. Thanks, Shelly 9.!18/2002 p�i� FAX TRANSMISSION CITY OF YELM PO BOX 479 - 105 YELM AVE W YELM YELM WA 98597 WASHINGTON 360-458-3244 FAX: 360-458-4348 To: A Date: F IC e- 2— Fax Fag#: 17�3_4T3 3—37 Y-� Pages: , including this cover sheet. From: 60+1,1 Subject: 3 01 c� Ph6w 4�7 CONDAENTS: ** If you do not receive all copies or any copy is not legible, please call (360) 458-3244 as soon as possible. ds/c\of'ficevorms\fax 3 TRANSMISSION VERIFICATION REPORT TIME 08/19/2002 15:10 DATEJIME 08/19 15:09 FAX N0./NAME 12538333746 DURATION 00:00:56 PAGE{S} 04 RESULT OK MODE STANDARD ECM BNSF Date: June 13, 2000 To: Rich Batie From: David McElhannon Subject: Short Line Sale Roy, WA(Milepost 20.99) to Yelm,WA(Milepost 25.56) Per your request, here is a list of assignments to the City of Yelm, WA sorted in order by contract number. Also, enclosed are the copies of each contract to be turned over to the City of Yelm. INTEROFFICE MEMO PAGE: 1 KEYWORD SEARCH RESULTS REPORT DATE: 06/13/00 SRESULT.FMT BURLINGTON NORTHERN & SANTA FE RWY. CO. TIME: 12:30:24 EXPIRATION OR CONTRACT TERMINATION TYPE CONTRACT NO. CONTRACTOR / DESCRIPTION DATE DATE LOCATION CODE BF 00010856.00 PUGET SOUND ENERGY, INC. 06/15/1999 WA, YELM PR-PW/BNSF ELECTRIC WIRE LINE, LS. 52, MP. 23; ASSIGNED TO THE CITY OF YELM, WA; -CAT-NO.: 501101 BN 00002044.00 WASHINGTON, STATE OF 06/16/1972 WA, YELM GV-XS/BNRR IMPROVE CROSSING SIGNALS, MP. 25+2973; ASSIGNED TO THE CITY OF YELM, WA; BN 00003302.00 MCLINS, INC. 06/11/1973 WA, YELM ID-IT/BNRR CMO&O INDUSTRIAL TRACK & CROSSING, MP. 25+723; ASSIGNED TO THE CITY OF YELM, WA; BN 00007218.00 HARSCO CORP. 12/30/1976 WA, YELM ID-IT/BNRR M&O INDUSTRIAL SPUR TRACK, MP. 24+4010; ASSIGNED TO THE CITY OF YELM, WA; CX 85016001.00 SILVASEED CO. 03/20/1985 WA, ROY PR-PC/BNRR PRIVATE ROAD CROSSING, MP. 21+150; ASSIGNED TO THE CITY OF YELM, WA; CX 86016044.00 PAISLEY, PATRICIA ANN & MARKUS, LEWIS H. 06/16/1986 WA, YELM PR-PC/BNRR M&O ROAD CROSSING UNDER RR. BRIDGE NO. 22.1, CANCELS LC #205343; ASSIGNED TO THE CITY OF YELM, WA; CX 90016022.00 DROBOT, STEVE & DOROTHY M.; REEDER, RICHARD & LINDA L. 12/03/1993 WA, ROY PR-PC/BNRR PRIVATE ROAD CROSSING; LS. 400, MP. 21.03; CANCELS LC #237576; ASSIGNED TO THE CITY OF YELM, WA; LC 00210734.00 YELM TELEPHONE CO. 06/01/1973 WA, YELM PR-PW/BNRR OHD TELEPHONE WIRE CROSSING, MP. 25+854; ASSIGNED TO THE CITY OF YELM, WA; LC 00216559.00 STRINGHAM, H. R. 12/16/1974 WA, ROY PR-PC/BNRR PRIVATE CROSSING, MP. 21+150; ASSIGNED TO THE CITY OF YELM, WA; LC 00221899.00 YELM, CITY OF 06/16/1976 WA, YELM PR-PL/BNRR WATER PIPELINE CROSSING, MP. 25+917; ASSIGNED TO THE CITY OF YELM, WA; LC 00238157.00 CABLE TV PUDGET SOUND, INC.; 07/01/1981 WA, YELM PR-PW/BNRR ASSIGNED TO VIACOM CABLEVISION, INC.; OHO TV CABLE CROSSING, MP. 25+3002; ASSIGNED TO THE CITY OF YELM, WA; NP 00007349.00 CENTRALIA, CITY OF 06/23/1929 WA, YELM GV-GN/BNRR PERMANENT SIPHON UNDERCROSSING, MP. 24+716; ASSIGNED TO THE CITY OF YELM, WA; -LAW-NO.: #15024 PAGE: 2 KEYWORD SEARCH RESULTS REPORT DATE: 06/13/00 SRESULT.FMT BURLINGTON NORTHERN & SANTA FE RWY. CO. TIME: 12:30:26 EXPIRATION OR CONTRACT TERMINATION TYPE CONTRACT NO. CONTRACTOR / DESCRIPTION DATE DATE LOCATION CODE NP 00013981.00 MURRAY, NELSON 07/22/1904 WA, RPY PR-PL/BNRR 3/4 INCH WATER PIPELINE; ASSIGNED TO THE CITY OF YELM, WA; NP 00019290.00 PACIFIC TELEPHONE & TELEGRAPH CO.; 06/15/1914 SYSTEM PR-PW/BNRR ASSIGNED TO PACIFIC NORTHWEST BELL TELEPHONE CO.; ASSIGNED TO US WEST COMMUNICATIONS, INC.; MASTER GENERAL CROSSING AGMT., SUPPLEMENT NO. 660, OHD TELEPHONE WIRE LINE CROSSING, MP. 21+548; ASSIGNED TO THE CITY OF YELM, WA; -LAW-NO.: #27737 NP 00038623.00 AVERY, G. A. 05/05/1922 WA, ROY PR-PW/BNRR ELECTRIC WIRE LINE CROSSING; ASSIGNED TO THE CITY OF YELM, WA; NP 00040855.00 THURSTON COUNTY UTILITIES CO. 12/20/1923 WA, YELM PR-PW/BNRR OHD ELECTRIC WIRE LINE CROSSING, MP. 25+900; ASSIGNED TO THE CITY OF YELM, WA; NP 00066454.00 PUGET SOUND POWER & LIGHT CO. 11/15/1946 WA, YELM PR-PW/BNRR ELECTRIC WIRE LINE, MP. 25+1705; ASSIGNED TO THE CITY OF YELM, WA; NP 00095881.00 OLYMPIC PIPELINE CO. 05/01/1965 WA, ROY PR-PL/BNRR PETROLEUM PIPELINE CROSSING, MP. 21+607; ASSIGNED TO THE CITY OF YELM, WA; NP 00095882.00 OLYMPIC PIPELINE CO. 05/01/1965 WA, YELM PR-PL/BNRR LONGITUDINAL PETROLEUM PIPELINE; PARTITAL ASSIGNMENT TO THE CITY OF YELM, WA; NP 00096020.00 PUGET SOUND POWER & LIGHT CO. 07/01/1965 WA, ROY PR-PW/BNRR OHD ELECTRIC WIRE LINE CROSSING, MP. 21+548; ASSIGNED TO THE CITY OF YELM, WA; NP 00097220.00 YELM, TOWN OF 06/01/1966 WA, YELM PR-PL/BNRR 2 WATER PIPELINE CROSSINGS, MP. 25+917 & MP. 25+3965; ASSIGNED TO THE CITY OF YELM, WA; NP 00097261.00 WASHINGTON NATURAL GAS CO. 07/01/1966 WA, YELM PR-PL/BNRR NATURAL GAS PIPELINE CROSSING, MP. 25+875; ASSIGNED TO THE CITY OF YELM, WA; NP 00098040.00 PUGET SOUND POWER & LIGHT CO. 01/15/1967 WA, YELM PR-PW/BNRR OHD ELECTRIC WIRE LINE CROSSING, 25+178; ASSIGNED TO THE CITY OF YELM, WA; PAGE: 3 KEYWORD SEARCH RESULTS REPORT DATE: 06/13/00 SRESULT.FMT BURLINGTON NORTHERN & SANTA FE RWY. CO. TIME: 12:30:29 EXPIRATION OR CONTRACT TERMINATION TYPE CONTRACT NO. CONTRACTOR / DESCRIPTION DATE DATE LOCATION CODE PX 85016048.00 YELM TELEPHONE CO. 07/08/1985 WA, YELM PR-PW/BNRR UGD LONGITUDINAL TELEPHONE CABLE, MP. 24+4235 & MP. 25+743; PARTIAL ASSIGNMENT TO THE CITY OF YELM, WA; PX 92016225.00 YELM, CITY OF 12/01/1992 WA, YELM PR-PL/BNRR PIPELINE CROSSING, LS. 400, MP. 24.14; ASSIGNED TO THE CITY OF YELM, WA; PX 92016226.00 YELM, CITY OF 12/01/1992 WA, YELM PR-PL/BNRR SEWER PIPELINE CROSSING, LS. 400, MP. 25.16; ASSIGNED TO THE CITY OF YELM, WA; PX 93016233.00 PUGET SOUND POWER & LIGHT 11/16/1993 WA, YELM PR-PW/BNRR OHD ELECTRIC WIRE LINE, LS. 400, MP. 24.97; CANCELS PX #93016150; ASSIGNED TO THE CITY OF YELM, WA; PX 94020688.00 YELM TELEPHONE CO. 12/23/1994 WA, YELM PR-PW/BNRR UGD CABLE CROSSING, LS. 400, MP. 24.98; ASSIGNED TO THE CITY OF YELM, WA; PX 95021190.00 VIACOM CABLE 11/08/1995 WA, YELM PR-PW/BNRR UGD WIRE LINE CROSSING, LS. 400, MP. 25.15; ASSIGNED TO THE CITY OF YELM, WA; C0R'�jot 4 0� Tli�A 04 9� Cl o Yelm all ri 105 Yelm Avenue West YELM P.O. Box 479 WABMINarON Yelm, Washington 98597 (360) 458-3244 March 23, 1998 Economic Development Council Dennis A. Matson, Executive Director 721 Columbia SW Olympia, WA 98501 RE:Roy- Velm Shortline Support Letter Dear Dennis: On behalf of the City of Yelm, I would like to thank you for your letter of support in regard to the section of rail between Roy and Yelm. We were very encouraged by the overwhelming response on our behalf and are optimistic about the preservation of this line for future use. Again, thank you. Sincerely, CITY OF YELM Mayor Kathryn Wolf R-yekd;q— O tHf a� C iof Yelm a M 105 Yelm Avenue West YELM P.O. Box 479 W"HINOTON Yelm, Washington 98597 (360) 458-3244 March 23, 1998 Nick Handy., Executive Director Port of Olympia 915 Washington Street NE Olympia, WA 98501-6931 RE:Roy- Yelm Shortline Support Letter Dear Nick: On behalf of the City of Yelm, I would like to thank you for your letter of support in regard to the,section of rail between Roy and Yelm. We were very encouraged by the overwhelming response on our behalf and are optimistic about the preservation of this line for future use. Again, thank you. Sincerely, CITY OF YELM zV Mayor Kathryn Wolf R-Yckd pq— CF THE pQ� 0 ce of 'elm 4 �M 105 Yelm Avenue West YELM P.O. Box 479 W"HINGTON Yelm, Washington 98597 (360) 458-3244 March 23, 1998 Board of County Commissioners Mr. Dick Nichols Ms. Judy Wilson Ms. Diane Oberquell Building#1, Room 269 2000 Lakeridge Drive SW Olympia, WA 98502-6045 RE:Roy- Yelm Shortline Support Letter Dear Commissioners Nichols, Wilson and Oberquell: On behalf of the City of Yelm, I would like to thank you for your letter of support in regard to the section of rail between Roy and Yelm. We were very encouraged by the overwhelming response on our behalf and are optimistic about the preservation of this line for future use. Again, thank you. Sincerely, CITY OF YELM Mayor Kathryn Wolf P-yckd pv- jacw pqar JroM UAJulux'OXUW WTIlk '40 AID �Clajaouts •noX iIueill `uregd •osn ammj jo3 cull sal 3o uoil�njasajd aill lnoq� otlsiuzildo are put, 3luuaq jno uo osuodsaj Ouiuzlail reMaj O sill Sq p 2tunooua �Cjan mann OAA, •UglD k pug �o2I uaannlaq It�j 3o uotloas aill of p ui ljoddns jo jallal mos job, nol, Twtp of 31i1 pinonn I `Wlak jo xl!D gill jo jI pq uO :uossnuxst%jolluaS JUKI is,qa7lroddns auillioys ugaA -cfOM MVV0586 dM `EidiuAtO ZBt,Otl XOg Od tux I!ng 3AIJUIST20-I g-Z It' uassnwsu-d UAJl MW joluuaS 8661 `£Z gOJBW H6ZE-M (09f) L6S86 uol8utysn,H 'uqa l NGIONit4uwm � GP xvg 'O'd ;saM anuaAV rulaA SOl uIafOdl*!J1 da'a► 3H ~ �d l �� 0� ZMF � a� 9� ce of Yelm 4 M 105 Yelm Avenue West Ym m P.O. Box 479 WABMINOTON Yelm, Washington 98597 (360) 458-3244 March 23,.1998 Mayor Joel Derefield City of Roy PO sox 700 Roy,WA 98580 RE.Roy- Yelm Shortfine Support Letter Dear Mayor Derefield: On behalf of the City of Yelm, I would like to thank you for your letter of support in regard to the section of rail between Roy and Yelm. We were very encouraged by the overwhelming response on our behalf and are optimistic about the preservation of this line for future use. Again, thank you. Sincerely, CITY Or YELM Mayor Kathryn Wolf A-yck �Qf THF pp� C iof Yelm 4 M 105 Yelm Avenue West P.O. Box 479 YELM Yelm, Washington 98597 WA6MINOTON (360) 458-3244 March 23, 1998 Senator Karen Fraser 417 John A. Cherberg Building PO Box 40482 Olympia, WA 98504-0482 RE:Roy- Yelm Shortline Support Letter Dear Senator Fraser: On behalf of the City of Yelm, I would like to thank you for your letter of support in regard to the section of rail between Roy and Yelm. We were very encouraged by the overwhelming response on our behalf and are optimistic about the preservation of this line for future use. Again, thank you. Sincerely, CITY OF YELM ' I ci-� Mayor Kathryn Wolf / OF THE A� C iof Yelm 105 Yelm Avenue West YELM P.O. Box 479 WABMINOTON Yelm, Washington 98597 ,(360) 458-3244 March 23, 1998 Representative Sandra Romero 319 John L. O'Brien Building Olympia, WA 98504 RE: Roy- Yelm Shortline Support Letter Dear Representative Romero: On behalf of the City of Yelm, I would like to thank you for your letter of support in regard.to the section of rail between Roy and Yelm. We were very encouraged by the overwhelming response on our behalf and are optimistic about the preservation of this line for future use. Again, thank you. Sincerely, CITY OF YELM Mayor Kathryn Wolf R&wW pwer / OF THF A•Q a �_ City of 'elm 105 Yelm Avenue West P.O. Box 479 WABMINQTON YEL Yelm, Washington 98597 (360) 458-3244 March 23, 1998 Representative Cathy Wolfe 320 John L. O'Brien Building PO Box 40600 Olympia, WA 98504-0600 RE:Roy- Yelm Shortline Support Letter Dear Representative Wolfe: On behalf of the City of Yelm, I would like to thank you for your letter of support in regard to the section of rail between Roy and Yelm. We were very encouraged by the overwhelming response on our behalf and are optimistic about the preservation of this line for future use. Again, thank you. Sincerely, CITY OF YELM G�a�v Mayor Kathryn Wolf R-�-kd p*- r� a 9r City of Yelm 4 M 105 Yelm Avenue West YELM P.O. Box 479 WASHINGTON Yelm, Washington 98597 (360) 458-3244 March 30, 1998 Representative Adam Smith 1505 Longworth Building Washington, DC 20515 RE.Roy- Yelm Shortline Support Letter Dear Representative Smith: On behalf of the City of Yelm, I would like to thank you for your letter of support in regard to the section of rail between Roy and Yelm. We were very encouraged by the overwhelming response on our behalf and are optimistic about the preservation of this line for future use. Again, thank you. Sincerely, CITY OF YELM Mayor Kathryn Wolf R-yek AV City of Yelm a M 105 Yelm Avenue West YELM P.O. Box 479 WMMINarON Yelm, Washington 98597 (360) 458-3244 March 23, 1998 Mr. James Slakey, Director Public Transportation and Rail Division W.S.D.O.T. Transportation Building PO Box 47300 Olympia, WA 98504-7300 RE:Roy- Yelm Shortline Support Letter Dear Mr. Slakey: On behalf of the City of Yelm, I would like to thank you for your letter of support in regard to the section of rail between Roy and Yelm. We were very encouraged by the overwhelming response on our behalf and are optimistic about the preservation of this line for future use. Again, thank you. Sincerely, CITY OF YELM Mayor Kathryn Wolf R-yekd pq— March 19, 1998 Senator X XXXXXX XXxxxX RE:Roy- Yelm Shortline Support Letter Dear Senator X: On behalf of the City of Yelm, I would like to thank you for your letter of support in regard$ to the section of rail between Roy and Yelm. We were very encouraged by the overwhelming response on our behalf and are optimistic about the preservation of this line for future use. Again, thank you. Sincerely, CITY OF YELM Mayor Kathryn Wolf � o 60V V73eZ pG�iar , G a g�p�/_ 73� �e9 k,�-*Lw azo p. a 3bx 40&oc> �yr�c� , l�M1l 4aT�_ o/c4J �� Q� P,�auJafnil �� OYtieu� 4DOol p�I'C, 7oD �D�. �Zb I� ,n n.M . e — � 1.✓�° ' NG. _JJYKinlq r 33�- 23�g M&-hAJA� bk) S�- 345 ,o 6 34 �YLo� � ?'Wtol — .cosy . vv�s 3 ]7L (�Q aboi•-2_. !�>�nk b) Lo cttjl -3 �500 ZLLo- 75�- 1�3a0 ' Y s .� 1 1� �G of J �� V v <�� 1 � � � �'� . <� BN/Santa Fe Nick Handy Port of Olympia (360) 754-6320 915 Washington Street Olyimpia, WA 98501-6931 Andrea Fontnote Port of Olympia 754-2927 Dick Molin Port of Olympia 754-6159 Dennis Mattson EDC 721 Columbia S.W. Olympia, WA 98501 754-6320 Dennis Risdon EDC 754-6320 Ray Allred MAI Rail Office WSDOT-Rail IV?7 WkLTr P.O. Box 47387 Olympia, WA 98504-7387 705-7903 Ken Uznanski Rail Office WSDOT-Commute Rail P.O. Box 47387 Olympia, WA 98504-7387 705-7905 Steve Manz Thurston Co. 357-2496 Dale Rancour Thurston Co. 786-5134 Joe Williams 458-8533 Williams Broadcasting Inc . C/O Prairie Motel P.O. Box 5210 Yelm, WA 98597 P February 9, 1998 Mr. Jerry Johnson, Assistant VP Asset Rationalization Mr. Mike Bahr, Director Asset Rationalization Burlington Northern Santa Fe Railroad 2650 Lou Menk Drive P.O. Box 961052 Fort Worth, TX 76161-0052 *please send individual letters to Mr. Johnson and Mr. Bahr RE: Burlington Northern Santa Fe Railroad Roy to Yelm Short-Line Dear Mike/Jerry: This letter is in support of the City of Yelm's request to preserve the 4.51 mile Roy to Yelm Short-Line. The City of Yelm's Comprehensive Transportation Plan has identified rail transportation as a key component to the promotion of multi-modal freight traffic. The City in conjunction with local businesses also sees this segment of rail as critical to our future economic growth and development. Additionally, this line serves as an important regional link to larger markets which are not easily accessible due to the City's detachment from the I-5 corridor (the states major north/south interstate highway). Please consider this letter of request in making your decision regarding this matter. Sincerely, cc: Ken Garmann, Public Works Director City of Yelm rail/.Wine tHE p�Q � a ,`0r c z of 'elm 4 M 105 Yelm Avenue West P.O. Boz 479 YELMOTON Yelm, Washington 98597 (360) 458-3244 December 24, 1997 U. S. Department of Transportation Surface Transportation Board 12th & Constitution Ave. N.W. Washington D.C. 20423 RE : BN/SFRR - Roy to Yelm Short Line Dear Board Members, Over the past several years, the Burlington Northern/Santa Fe Railroad has been in the process of discontinuing and/or abandoning the Roy to Yelm Short Line, a segment of rail 4 . 51 miles in length. Historically, this line provided a link between the local communities of Roy, Yelm, Rainier, Tenino to the north/south mainline network. Over the years, the Yelm to Tenino segment has been abandoned to the "Rail to Trails" program, leaving only the Yelm to Roy segment to link with current mainline networks near Tacoma, Washington. The City of Yelm' s 1995 Transportation Comprehensive Plan has identified rail transport as a key component to multi-modal freight traffic in order to reduce current highway congestion. In order to meet the goals of our plan it is imperative to keep the Roy to Yelm Short Line functional . The City in conjunction with local business and area agencies has formed a task force to develop a plan to re-establish rail service to Yelm and to promote economic development associated with such service . We have notified BN/SFRR via letter (see attached) regarding our interest in securing the inventory and operating rights to this section of rail . page 1 of 2 R-ycMd pV- page 2 of 2 The City and business community feel it is imperative that an operational rail link be preserved between Yelm and Roy, on to Lakewood to enable the development of alternative multi-modal freight transport as a regional link to larger markets . If your department has any questions or comments feel free to contact my office at (360) 458-8499 . Sincerely, 11 Ken Garmann Public works Director CC : Kathy Wolf, Mayor Shelly Badger, City Administrator Joe Williams, Williams Broadcasting Company Gary Beck, Yelm Chamber of Commerce Dennis Mattson, Thurston County Economic Development Council Nick Handy, Port of Olympia Ray Allred, WSDOT-Rail Shuming Yan, Thurston Regional Planning Council Ywt ;,° City of Yelm mi105 Yelm Avenue West P.O. Box 479 Yelm, Washington 98597 206-458-3244 February 11, 1998 Dick Nichols, Chairman Thurston County Commissioners 2000 Lakeridge Drive Olympia, WA 98502 RE: Roy/Yelm Burlington Northern Shortline Dear Chairman Nichols : The City of Yelm is respectfully requesting letters of support from various elected officials in favor of keeping the Roy to Yelm Burlington Northern Shortline viable and operable for the future economic growth and development of our city. Attached is a sample letter, as well as the addresses of Mr. Jerry Johnson and Mr. Mike Bahr, who are responsible for this section of rail . I greatly appreciate your support regarding this issue. If you have further questions in this regard, please feel free to contact Ken Garmann, Public Works Director, at (360) 458-8499 . Sincerely, City of Yelm 7� 1 o14 Kathryn Wolf, Mayor ��pF THE t FAx TRANSMISSION CITY OF YELM PO BOX 479 - 105 YELM AVE W YELM YELM WA 98597 WASHINGTON 360-458-3244 FAX: 360-458-4348 To: ( Date: IP4PI Fax#: - _ Pages: /� including this cover sheet. From: Subject: colv>IvlErrrs: ** If you do not receive all copies or any copy is not legible, please call (360) 458-3244 as soon as possible. ds/c:\office\forms\fax.3 4i F T H S /a • �Zty O -e�1'1'� 105 Yelm Avenue West P.O. Box 479 Y�LM Yelm, Washington 98597 WASH-GTON (360) 138-3244 FACSIMILE TRANSMITTAL FORM TO COMPANY INDIVIDUAL h (� FAX NUMBERLJlS (9 I FROM COMPANY INDIVIDUAL FAX NUMBER ( 360) 458-4348 NUMBER OF PAGES TO FOLLOW DATE a/ /� O TIME SENT SUBJECT ADDITIONAL COMMENTS ********IF YOU DO NOT RECEIVE ALL COPIES OR ANY COPY IS NOT LEGIBLE, PLEASE CALL ( 360 ) 458-3244 AS SOON AS POSSIBLE Rmrled paper City of Yelm 4 A 105 Yelm Avenue West P.O. Box 479 Yelm, Washington 98597 206-458-3244 YELM MIAJMINYTON February 10, 1998 Senator Patty Murray 2988 Jackson Federal Building 915 Second Avenue Seattle, WA 98174 RE: Roy/Yelm Burlington Northern Shortline Dear Senator Murray: The City of Yelm is respectfully requesting letters of support from various elected officials in favor of keeping the Roy to Yelm Burlington Northern Shortline viable and operable for the future economic growth and development of our city. Attached is a sample letter, as well as the addresses of Mr. Jerry Johnson and Mr. Mike Bahr, who are responsible for this section of rail . I greatly appreciate your support regarding this issue . If you have further questions in this regard, please feel free to contact Ken Garmann, Public Works Director, at (360) 458-8499 . Sincerely, City of Yelm Kathryn Wolf, Mayor �w of Txe FAx TRANSMISSION CITY OF YELM PO BOX 479 - 105 YELM AVE W YELM YELM WA 98597 WAS,, 360-458-3244 FAX: 360-458-4348 To: h�� "``� Date: 09/9 Fag#: 7,006 —/ONO Pages: including this cover sheet. From: 0 Subject: 4990-VAG��h� COMMENTS: �G ** If you do not receive all copies or any copy is not legible,please call (360)458-3244 as soon as possible. ds/c:office\forms\fax.3 City of Yelm 4 w 105 Yelm Avenue West P.O. Box 479 Yelm, Washington 98597 206-458-3244 Y$LM WA/MINOTON February 10, 1998 Representative Gary Alexander 427 O'Brien Building Olympia, WA 98504 RE: Roy/Yelm Burlington Northern Shortline Dear Representative Alexander: The City of Yelm is respectfully requesting letters of support from various elected officials in favor of keeping the Roy to Yelm Burlington Northern Shortline viable and operable for the future economic growth and development of our city. Attached is a sample letter, as well as the addresses of Mr. Jerry Johnson and Mr. Mike Bahr, who are responsible for this section of rail . I greatly appreciate your support regarding this issue . If you have further questions in this regard, please feel free to contact Ken Garmann, Public Works Director, at (360) 458-8499 . Sincerely, City of Yelm U Kathryn Wolf, Mayor ��OF THE p�� , t Fax TRANSMISSION CITY OF YELM PO BOX 479 - 105 YELM AVE W YELM YELM WA 98597 WASHINGTON 360-458-3244 FAX: 360-458-4348 I To: �j� Ol� Date: Fax#: C) r p// Pages:6- , including this cover sheet. From: - 44JIt� Subject: /?&Y--, � COMIAENTS: ** If you do not receive all copies or any copy is not legible,please call(360)458-3244 as soon as possible. ds/c:\office\forms\fax.3 a fix p � City of Yelm 4 w 105 Yelm Avenue West P.O. Box 479 Yelm, Washington 98597 206-458-3244 YELM MM.W INOTON February 10, 1998 Mr. Joel Derefield, Mayor P.O. Box 700 Roy, WA 98580 RE: Roy/Yelm Burlington Northern Shortline Dear Mayor Derefield: The City of Yelm is respectfully requesting letters of support from various elected officials in favor of keeping the Roy to Yelm Burlington Northern Shortline viable and operable for the future economic growth and development of our city. Attached is a sample letter, as well as the addresses of Mr. Jerry Johnson and Mr. Mike Bahr, who are responsible for this section of rail . I greatly appreciate your support regarding this issue . If you have further questions in this regard, please feel free to contact Ken Garmann, Public Works Director, at (360) 458-8499 . Sincerely, City of Yelm IJ4 Kathryn Wolf, Mayor �ti OF THE FAX TRANSMISSION CITY OF YELM PO BOX 479 - 105 YELM AVE W YELM YELM WA 98597 WASHINGTON 360-458-3244 FAX: 360-458-4348 Date: 01919,0 Fax#: y Pages: including this cover sheet. .� / Tip -- From: Subject: J� lJ COMMENTS: ** If you do not receive all copies or any copy is not legible,please call(360)458-3244 as soon as possible. ds/c:office\forms\fax.3 M7M{ o`°� t"`p�,;� City of Yelm 105 Yelm Avenue West P.O. Box 479 Yelm, Washington 98597 206-458-3244 YELM WA�MtMOTON February 10, 1998 Representative Sandra Romero 319 John L. O' Brien Building Olympia, WA 98504 RE: Roy/Yelm Burlington Northern Shortline Dear Representative Romero: The city of Yelm is respectfully requesting letters of support from various elected officials in favor of keeping the Roy to Yelm Burlington Northern Shortline viable and operable for the future economic growth and development of our city. Attached is a sample letter, as well as the addresses of Mr. Jerry Johnson and Mr. Mike Bahr, who are responsible for this section of rail . I greatly appreciate your support regarding this issue. If you have further questions in this regard, please feel free to contact Ken Garmann, Public Works Director, at (360) 458-8499 . Sincerely, city of Yelm Kathryn Wolf, Mayor r THE p�� FAx TRANSMISSION CITY OF YELM PO BOX 479 - 105 YELM AVE W YELM YELM WA 98597 WASHINGTON 360-458-3244 FAX: 360-458-4348 To: Date: �)/9// 0 Fax#: Pages: including this cover sheet. AV From: Subject: COMIIvIENTS: `-Aaw �LQQJ ** If you do not receive all copies or any copy is not legible, please call (360) 458-3244 as soon as possible. ds/c:\office\forms\fax.3 City of Yelm 4 105 Yelm Avenue West P.O. Box 479 Yelm, Washington 98597 206-458-3244 TIMM w.,r.l«OTO" February 10, 1998 Representative Cathy Wolfe 320 John L. O'Brien Building Olympia, WA 98504 RE: Roy/Yelm Burlington Northern Shortline Dear Representative Wolfe: The City of Yelm is respectfully requesting letters of support from various elected officials in favor of keeping the Roy to Yelm Burlington Northern Shortline viable and operable for the future economic growth and development of our city. Attached is a sample letter, as well as the addresses of Mr. Jerry Johnson and Mr. Mike Bahr, who are responsible for this section of rail . I greatly appreciate your support regarding this issue . If you have further questions in this regard, please feel free to contact Ken Garmann, Public Works Director, at (360) 458-8499 . Sincerely, City of Yelm Kathryn Wolf, Mayor w�F THE P�I FAX TRANSMISSION MY OF YELM PO BOX 479 - 105 YELM AVE W YELM YELM WA 98597 WASHINGTON 360-458-3244 FAX: 360-458-4348 To:(,1)CQJak4 C9.� Date: 0919? Fax#: /„ , 7,1,(s Pages: � including this cover sheet. From: �o 0&nmtsa) Subject: P7/Y,/4 S, ff COMDAENTS: ** If you do not receive all copies or any copy is not legible,please call(360)458-3244 as soon as possible. ds/c:office\forms\fax.3 ORRCity of Yelm 4 105 Yelm Avenue West P.O. Box 479 Yelm, Washington 98597 Y S LM 206-458-3244 WAIMINOTON February 10, 1998 Senator Karen Fraser 417 John A. Cherberg Building Olympia, WA 98504 RE: Roy/Yelm Burlington Northern Shortline Dear Senator Fraser: The City of Yelm is respectfully requesting letters of support from various elected officials in favor of keeping the Roy to Yelm Burlington Northern Shortline viable and operable for the future economic growth and development of our city. Attached is a sample letter, as well as the addresses of Mr. Jerry Johnson and Mr. Mike Bahr, who are responsible for this section of rail . I greatly appreciate your support regarding this issue . If you have further questions in this regard, please feel free to contact Ken Garmann, Public Works Director, at (360) 458-8499 . Sincerely, City off Yelm Kathryn Wolf, Mayor THE F-A-x- TRANSMISSION MY OF YELM PO BOX 479 - 105 YELM AVE W YELM YELM WA 98597 WASHINGTON 360-458-3244 FAX: 360-458-4348 To: jy� ) Date: Q1919F Fax#: Pages: including this cover sheet. From: Subject: fy COMMENTS: ** If you do not receive all copies or any copy is not legible,please call(360)458-3244 as soon as possible. ds/c:officeWortns\fax.3 M7Mo`°� t"`p�,� City of Yelm 105 Yelm Avenue West P.O. Box 479 Yelm, Washington 98597 Y$LM 206-458-3244 MYIMINQTON February 10, 1998 Senator Marilyn Rasmussen 412 B Legislative Building PO Box 40482 Olympia, WA 98504-0482 RE: Roy/Yelm Burlington Northern Shortline Dear Senator Rasmussen: The City of Yelm is respectfully requesting letters of support from various elected officials in favor of keeping the Roy to Yelm Burlington Northern Shortline viable and operable for the future economic growth and development of our city. Attached is a sample letter, as well as the addresses of Mr. Jerry Johnson and Mr. Mike Bahr, who are responsible for this section of rail . I greatly appreciate your support regarding this issue . If you have further questions in this regard, please feel free to contact Ken Garmann, Public Works Director, at (360) 458-8499 . Sincerely, City of Yelm enz4y2l- 6 ,114 Kathryn Wolf, Mayor s FAx TRANSMISSION CITY OF YELM PO BOX 479 - 105 YELM AVE W YELM YELM WA 98597 WASHINGTON 360-458-3244 FAX: 360-458-4348 To: 94G Date: 9110/q Fax#: Pages: // including this cover sheet. From: J Subject: CONIlvIENTS: ** If you do not receive all copies or any copy is not legible,please call(360)458-3244 as soon as possible. ds/c:\office\fmms\fax.3 City of Yelm 4 N 105 Yelm Avenue West P.O. Box 479 Yelm, Washington 98597 Y E LM 206-458-3244 vipjw � February 9, 1998 Mr. Jerry Johnson, Assistant VP Asset Rationalization Burlington Northern Santa Fe Railroad 2650 Lou Menk Drive P.O. Box 961052 Fort Worth, TX 76161-0052 RE: Burlington Northern Santa Fe Railroad Roy to Yelm Short-Line Dear Mr. Johnson: This letter is the City of Yelm's request to preserve the 4.51 mile Roy to Yelm Short-Line. The City of Yelm's Comprehensive Transportation Plan has identified rail transportation as a key component to the promotion of multi-modal freight traffic. The City in conjunction with local businesses, also sees this segment of rail as critical to our future economic growth and development. Additionally, this line serves as an important regional link to larger markets which are not easily accessible due to the City's detachment from the I-5 corridor (the states major north/south interstate highway). Please consider this letter of request in making your decision regarding this matter. Sincerely, City of Yelm �� )�-4- Kathryn Wolf, Mayor cc: Ken Garmann, Public Works Director City of Yelm radt2998mw City of Yelm 4 105 Yelm Avenue West P.O. Box 479 Yelm, Washington 98597 LM 206-458-3244 YB wwr.I«o,n« February 11, 1998 Senator Slade Gorton 730 Hart Senate Office Building Washington, D.C. 20510 RE: Roy/Yelm Burlington Northern Shortline Dear Senator Gorton: The City of Yelm is respectfully requesting letters of support from various elected officials in favor of keeping the Roy to Yelm Burlington Northern Shortline viable and operable for the future economic growth and development of our city. Attached is a sample letter, as well as the addresses of Mr. Jerry Johnson and Mr. Mike Bahr, who are responsible for this section of rail . I greatly appreciate your support regarding this issue. If you have further questions in this regard, please feel free to contact Ken Garmann, Public Works Director, at (360) 458-8499 . Sincerely, City of Yelm Kathryn Wolf, Mayor THE p�1� FAx TRANSMISSION CITY OF YELM PO BOX 479 - 105 YELM AVE W YELM YELM WA 98597 WASHINGTON 360-458-3244 FAX: 360-458-4348 Date: Fax#: Pages: including this cover sheet. From: Subject: COIVA ENTS: Y ** If you do not receive all copies or any copy is not legible,please call (360)458-3244 as soon as possible. ds/cAoffice\forms\fax.3 February 3, 1998 Mr. Jerry Johnson, Assistant VP Asset Rationalization Mr. Mike Bahr, Director Asset Rationalization Burlington Northern Santa Fe Railroad 2650 Lou Menk Drive P.O. Box 961052 Fort Worth, TX 76161-0052 *please send individual letters to Mr. Johnson and Mr. Bahr RE: Burlington Northern Santa Fe Railroad Roy to Yelm Short-Line Dear Mike/Jerry: This letter is in support of the City of Yelm's request to preserve the 4.51 mile Roy to Yelm Short-Line. The City of Yelm's Comprehensive Transportation Plan has identified rail transportation as a key component to the promotion of multi-modal freight traffic. The City in conjunction with local businesses also sees this segment of rail as critical to our future economic growth and development. Additionally, this line serves as an important regional link to larger markets which are not easily accessible due to the City's detachment from the I-5 corridor (the states major north/south interstate highway). Please consider this letter of request in making your decision regarding this matter. Sincerely, cc: Ken Garmann, Public Works Director City of Yelm pubwks/shr line THE P�1� FAx TRANSMISSION CITY OF YELM PO BOX 479 - 105 YELM AVE W YELM YELM WA 98597 WASHINGTON 360-458-3244 FAX: 360-458-4348 (r� V l To: Date: C, 198 Fax#: Q_ Pages: includi From: Subject: CONUI ENTS: G� ** If you do not receive all copies or any copy is not legible, please call (360) 458-3244 as soon as possible. ds/c:\office\forms\fax.3 ��pF THE P�I� 4M` stn FAx TRANSMISSION CITY OF YELM PO BOX 479 - 105 YELM AVE W YELM YELM WA 98597 WASHINGTON 360-458-3244 FAX: 360-458-4348 To: Date: Fax#: Pages including this cover sheet. From: Subject: CONMMNTS: ** If you do not receive all copies or any copy is not legible, please call(360) 458-3244 as soon as possible. ds/c:\office\forms\fax.3 T He C ity of Yell a M 105 Yelm Avenue West P.O. Box 479 YELMGTGN Yelm, Washington 98597 (360) 458-3244 `J F FORM TO COMPANY INDIVIDUAL vivl� RISDON FAX NUMBER 586-5493 FROM COMPANY PUBLIC WORKS OFFICE INDIVIDUAL STEPHANIE CONNERS FAX NUMBER ( 360) 458-4348 NUMBER OF PAGES TO FOLLOW 1 _ DATE 2/3/98 TIME SENT SUBJECT ROY TO YELM SHORT-LINE LETTER OF SUPPORT, PLEASE SEND THE T.F. R TO THE FOLLOWING INDIVIDUALS. WE WOULD LIKE TO BE CC'D. THANK YOU VERY MUCH. ADDITIONAL COMMENTS ********IF YOU DO NOT RECEIVE ALL COPIES OR ANY COPY IS NOT LEGIBLE, PLEASE CALL ( 360 ) 458-3244 AS SOON AS POSSIBLE Recycled paper / '/ MR. JERRY JOHNSON, ASST. V.P. ASSET RATIONALIZATION BNSF 2650 LOU MENK DRIVE PO BOX 961052 FT. WORTH, TX 76161-0052 MR. MIKE BAHR, DIRECTOR ASSET RATIONALIZATION BNSF 2650 LOU MENK DRIVE PO BOX 961052 FT. WORTH, TX 76161-0052 THE FAX TRANSMISSION CITY OF YELM PO BOX 479 - 105 YELM AVE W YELM YELM WA 98597 WASHINGTON 360-458-3244 FAX: 360-458-4348 To: / /k• IJL�J Date: J� Fax#: 5 �_ Pages: including this cover sheet. From: Subject: CONWENTS: ** If you do not receive all copies or any copy is not legible, please call(360) 458-3244 as soon as possible. ds/c:bffice\forms\fax.3 a , ce of Yelm 105 Yelm Avenue West Y E L M P.O. Box 479 4 1u WASHINGTON Yelm, Washington 9859 I (360) 458-3244 c (y �1 l December 24 , 1997 U. S . Department of Transportation Surface Transportation Board 12th & Constitution Ave. N.W. Washington D. C. 20423 RE : BN/SFRR - Roy to Yelm Short Line Dear Board Members, Over the past several years, the Burlington Northern/Santa Fe Railroad has been in the process of discontinuing and/or abandoning the Roy to Yelm Short Line, a segment of rail 4 . 51 miles in length. Historically, this line provided a link between the local communities of Roy, Yelm, Rainier, Tenino to the north/south mainline network. Over the years, the Yelm to Tenino segment has been abandoned to the "Rail to Trails" program, leaving only the Yelm to Roy segment to link with current mainline networks near Tacoma, Washington. The City of Yelm' s 1995 Transportation Comprehensive Plan has identified rail transport as a key component to multi-modal freight traffic in order to reduce current highway congestion. In order to meet the goals of our plan it is imperative to keep the Roy to Yelm Short Line functional . The City in conjunction with local business and area agencies has formed a task force to develop a plan to re-establish rail service to Yelm and to promote economic development associated with such service. We have notified BN/SFRR via letter (see attached) regarding our interest in securing the inventory and operating rights to this section of rail . page 1 of 2 8 R-yckd p*- 1 page 2 of 2 The City and business community feel it is imperative that an operational rail link be preserved between Yelm and Roy, on to Lakewood to enable the development of alternative multi-modal freight transport as a regional link to larger markets . If your department has any questions or comments feel free to contact my office at (360) 458-8499 . Sincerely, L l Ken Garmann Public Works Director CC : Kathy Wolf, Mayor Shelly Badger, City Administrator Joe Williams, Williams Broadcasting Company Gary Beck, Yelm Chamber of Commerce Dennis Mattson, Thurston County Economic Development Council Nick Handy, Port of Olympia Ray Allred, WSDOT-Rail Shuming Yan, Thurston Regional Planning Council • �� THS 4 M Co of Yelm 105 Yelm Avenue West YELM N P.O. Boz 479 Yelm, Washington 98597 (360) 458-3244 December 10; 1997 f ` Mr. Richard A. Batie ✓use` T" " 'J � Burlington Northern/Santa Fe 265`0 'Lou. Menk.Drive Fort Worth Texas- -76131-2830 Re: Roy, to Yelm' Short--,Line Dear,W. Oatiey As per our' .phone conversations. these past.�several years, railroad service is a major,component-:to .freight 'mobility in and 'out-of-the Yelm. .community Prior, 'as well as currentCity planning effo_rts." :have : identified rail service as an integral feature . to .: our' -industrially zoned land especially. the.Roy,to-,Yelm..Short.Line:'whi•ch bisects'•' . .this property: The..- announcement hat '' Burlington Northern/.Santa Fe is -going to discontinue use of and surplus '.this segment-. .of . rail is of concern to the City and, the business community 'as, the potential to market and develop.viable business is . dependent 'on, an efficient transportation network:. Due to the separation =from the 1-5 corridor (-the .states major north/South ;interstate :highway) rail service is an attractive •multi-modal freight alternative that .fits ,well with our regional transportation plan - After meet ng, with a group of local business`.owners interested in ,insuring continuance of"the Royto Yelm- rail corridor the City at this time wishes to inform Burlington Northern/Santa Fe of our, interest in securing the inventory and operation rights and"-other. rightsrequired to . accommodate continued rail service` -in conformance with our economic development and transportation plans: We request the right of first .refusal to enable the development of a plan to accomplish the goal of operating the Roy to :Xelm Short ;Line. We would also .like to. request at this time any' records , related to past maintenance on %the Roy to .Yelm Short Line. page 1 of 2 page 2. of 2 Please let me know at yourearliest— convenience ' .the process required to begin completion .of thee. *Roy - to Yelm Short Line Acquisition, Thank -you. sincerely. , Ci�.:y of ,Yelm Ren Ga n Public Works Director cc : Kathy :Wolf, Mayor .Shelly 8adgp,: City Administrator 'Joe -Williams, *ilUams. "Broadcasting Company Cary Beck, Yelm Chamber of Commerce Dennis Mattson,: Thurston County, Economic Development Council ':` Nick.Handy,: Port of Qyrtpa,. Ray.,Allied, WSDOT-Rail, .j - t °w C 0 ity of Yelm a , 105 Yelm Avenue West YELM P.O. Box 479 WASHING. Yelm, Washington 98597 (360) 458-3244 December 10 , 1997 Mr . Richard A. Batie Burlington Northern/Santa Fe 2650 Lou Menk Drive Fort Worth Texas 76131-2830 Re: Roy to Yelm Short Line Dear Mr . Batie, As per our phone conversations these past several years, railroad service is a major component to freight mobility in and out of the Yelm community. Prior, as well as current City planning efforts have identified rail service as an integral feature to our industrially zoned land especially the Roy to Yelm Short Line which bisects this property. The announcement that Burlington Northern/Santa Fe is going to discontinue use of and surplus this segment of rail is of concern to the City and the business community as the potential to market and develop viable business is dependent on an efficient transportation network. Due to the separation from the I-5 corridor ( the states major north/south interstate highway) rail service is an attractive multi-modal freight alternative that fits well with our regional transportation plan. After meeting with a group of local business owners interested in insuring continuance of the Roy to Yelm rail corridor the City at this time wishes to inform Burlington Northern/Santa Fe of our interest in securing the inventory and operation rights and other rights required to accommodate continued rail service in conformance with our economic development and transportation plans . We request the right of first refusal to enable the development of a plan to accomplish the goal of operating the Roy to Yelm Short Line. We would also like to request at this time any records related to past maintenance on the Roy to Yelm Short Line. page 1 of 2 Recycled paper ..S t .1 t: +ra f ti fi s ::. asfi ° +>„.L :! ^! 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J t r yq�.kC I,, F at1>y r'dyt tits Si? � x >Y<s�r,` #�� w R' "i5 ) ::r y. �sy;{tt9+ _ 4. 4.{*Y '.. .r { k'`Y ,,4 ^f>! tt Tek,' riL ''E A r 2'/ .c, �� r t'�r: „JT sfi r,.`a,�,• k r+r}'.y}j�1r` � .Ad t.. ^ �� Fl':�!2' k-. "r� a -;* " i ,� n "+S"Lt�• ,:jt. ..ter•- � �t _45 .J�•.tx ? .,+�'�. i';d;.�.,.rtf1. •n}{;y'.. X*. 3 ' xyf, OL. yr �, F�' f�\r .fF1'rf moi. �'�,-` L. --q, �.:�'� .� r 5'•�, f '•Y E ,iFr.. IC wP y.. '' rata t::� •^" •a• •r'"`�yr�Iva e a xy _ '?.`x'� :.�N'T '��r dtt-.t {u-X..'`p 91' n}.. }:E �`Sy F `r "nji[ _11 t i-r;'« ti r�'s4•..,, .�Y•R,a - y;,p. L w, n' ;/p,.:.i s ,,,, I j'^ r >, ',; {4 r..!t r z.; gV•'�.- i .•� Y,• F>✓4;:`��`� L RI_. ... .i r�-t. s' r -1.! / .{ �J't• `'��` �+,�'>;� [�f ;7 s ,E a asf+ -'`W -! �"f Ar f '>'""x a A4 /' ,'ac,-•f. - .:; t '+.. r v i-a k `�,af ,C'g t `i 'i.•e _ ;c /`,r„ '1 ` 1`4,�'..�j'. ,..L�. "iy T�` �:aw�4:�-!, lCtbtt}y F. ,� a r9 �t�� ( ul��.'k'•" �Y c . " :.r ,:,.4"kt L 1p:'=it t-. " :'k•I AT-4�r1;^ "3+5.51.�.x -�,?,,'!, Ls t a 'r ��5,a>.:`7`�y, '1.31 , ,,..E�itt may, "O 5+i' L. - _� --,-„ �,� a ,t•' r/ r5.! �.< >,, 'r, Sa` ! 3,,�3Y .f;. K . L!r"A'. ,ij s 'ti{3 �' q$ r;.. r�^ti T,y e,;.. ,F dA. _rt—F ,�'r', X.4 i m s x- �s'uk ,�•.Vii,, r : l'st I.<,atAi page 2 of 2 Please let me know at your earliest convenience the process required to begin completion of the Roy to Yelm Short Line acquisition. Thank you. Sincerely, City of Yelm Ken Garm n Public Works Director CC : Kathy Wolf, Mayor Shelly Badger, City Administrator Joe Williams, Williams Broadcasting Company Gary Beck, Yelm Chamber of Commerce Dennis Mattson, Thurston County Economic Development Council Nick Handy, Port of Olympia Ray Allred, WSDOT-Rail t4.3vI'�zr 8 F n.s• a.44 x '� s.,"'+, r � .4{ -{i' - �:P k?;S�u � F a fY F i rirXt_,' ,tri z '{�... a e .^ ♦,... t:. �t3.yt`X �:w y,R J"L`, � r ta,�a o+'tX' r,'= �a zrr ti�' ' �� - r*. r t s ,_�, �•� �r ,�yy� L� -.yr -•,r� .�.,. y � shy s}§,� � - - w'' ;xr_, :�t�/t-> r..,,�5�� •�}"'y�.g «ry 4`t� �4 .,t >�5• �. i+it h �J J fy oYr�• t�'Y. r ' �"+9 , f d�,�`�r�" t sir zyy.a'� 'tr C�� _x!�� `t4�u i S t t�5��+r,, ; �%)a F•�i �,; ',1', r - �,t.,ryic 1 c S a"y y'�Y�'r 'kN tL s ,u - ._y„,v ri r t..�'' k ._ � :s l Gv',� 't t a. 1."" �.0 f'. 6 rr s$',^ '�k., ,.•'�r,[. .F,I•'' v Y"^�a_ eyT j..>w,� 'ry �j *" "•. 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't y �1 J { y �'- k• - r `,�� ,i s y t. "x ,e�� s*xt� � �. o ,}�5':a`� � :`e-'%'�S•'�"� kt��5�\�awe � * x ad •r December 10, 1997 "414 tieMr. Richard A. Ba Burlington Northern/Santa Fe 2650 Lou Menk Drive Fort Worth Texas 76131-2830 Re: Roy to Yelm Short Line Dear Mr. Batie, As per our phone conversations these past several years, railroad service is a major component to freight mobility in and out of the Yelm community. Prior, as well as current City planning efforts have identified rail service as an integral feature to our industrially zoned land especially the Roy to Yelm Short Line which bisects this property. The announcement that Burlington Northern/Santa Fe is going to discontinue use of and surplus this segment of rail is of concern to the City and the business community as the potential to market and develop viable business is dependent on an efficient transportation network. Due to the separation from the 1-5 corridor ( the states major north/south interstate highway) rail service is an attractive multi-modal freight alternative that fits well with our regional transportation plan. After meeting with a group of local business owners interested in insuring continuance of the Roy to Yelm rail corridor the City at this time wishes to in&= Burlington Northern/Santa Fe of our interest in securing thffll ntory and operation rights and other rights required to a ie continued rail service in conformance with our economi ent and transportation plans . we request the right of first r us to enable the development of a plan to accomplish the goal of o erating the Roy to Yelm Short Line. We would also like to request at this time any records related to past maintenance on the Roy to Yelm Short Line. page 1 of 2 December 7, 1997 Mr. Richard A. Batie Burlington Northern / Santa Fe 2650 Lou Menk Drive Fort Worth Texas 76131-2830 Re: Burlington Northern: Roy to Yelm Line Dear Mr. Batie, As per our telephone conversations over the past several years, railroad service is a major component to freight mobility in and out of the Yelm community. Prior, as well as current City planning efforts have identified rail service as an integral feature to our industrial zoned land with the Roy to Yelm Short Line bisecting this property. The announcement that Burlington Northern/Santa Fe is going to discontinue use of and surplus this segment of rail is of concern to the business community as the potential to market and develop viable business in the community is dependent on an efficient transportation network. Due to our separation from the I-5 corridor (the major north/south interstate highway) rail service is an attractive multi-modal freight alternative that fits well with our regional transportation plan. To insure continuance of the rail corridor from Yelm to Roy the City at this time wishes to inform Burlington Northern/Santa Fe of our intent to secure the inventory and operating rights and other rights required to insure continued rail service in conformance with our economic development and transportation plans. We request the right of first refusal to enable the development of a plan to accomplish the goal of operating the Roy to Yelm Short Line. Please let me know at your earliest convenience the procedures required to complete the Roy to Yelm Short Line acquisition with Burlington Northern/Santa Fe Railroad. Thank you. Sincerely, City of Yelm Ken Garmann Public Works Director December 7, 1997 Mr. Richard A. Batie Burlington Northern / Santa Fe 2650 Lou Menk Drive Fort Worth Texas 76131-2830 Re: Burlington Northern: Roy to Yelm Line Dear Mr. Batie, As per our telephone conversat_'on� ✓ver the past several years, railroad service is a mgjtt rcomp`o�Te ` freight mobility in and out of the Yelm communit)�. Prier, - as well as current City planning efforts have identified rail service as an integral feature to our industrial zoned land with the Roy to Yelm Short Line bisecting this property. The announcement that Burlington Northern/Santa Fe is going to discon i u use of and surplus this segment of rail is of concern to th�� business community as the potential to market and develop viable business is dependent on an efficient transportation network. Due to our separation from the I- 5 corridor (the major north/south interstate highway) rail service is an attractive multi-modal freight alternative that fits well with our regional transportation plan. To insure continuance of the rail corridor from Yelm to Roy the City at this time wishes to inform Burlington Northern/Santa Fe of our intent to secure the inventory and operating rights and other rights required to insure continued rail service in conformance with our economic development and transportation plans. We request the right of first refusal to enable the development of a plan to accomplish the goal of operating the Roy to Yelm Short Line. Please let me know at your earliest conveni hce the procedures required to complete the Roy to 41�Sk�7t T Line acquisition with Burlington Northern/Santa Fr_ eta lro d`. J Thank you. Sincerely, City of Yelm Ken Garmann Public Works Director ` OF THS ty Q Ci o Yelm a 105 Yelm Avenue West YELM P.O. Box 479 . WASHINGTON Yelm, Washington 98597 (360) 458-3244 memo TO: Tom Allison FROM: Ken Garmann RE: BN Map # WA: 23-2 DATE: June 14, 1995 Attached is copy of the notice which appeared in the Daily Olympian this past week. At this time the City of Yelm is interested in BN's plan for the future of the Yelm - Roy line. The City has an industrial zone that parallels the line with limited rail service which could change depending on future growth and or marketing of this real estate. The immediate thought is simply what is BN's intent? Will you also please send me your business card so I can have it on file. Thanks . Post-it"brand fax transmittal memo 7671 #of pages ► To From Co. co. Dept. ^� Phone# c n 9 Fax#�/ �'Z3• !a Fax# �•43� TOM Recycled paper ` � T'r` _-X dto�,.:z'�'�.r'• �'ir+�1r ': 3�,. :� r .! �`w�p��r}�}.:} '>rg x; 3.». 1 � %,., r•i' �i ,,, Fa<� � rk�x','�"i�, ;iSF y w f •� w tp + ;.fa ✓ �~a tro t�i 6r{ •� d,{�i ?'� � 4�+.�� .^, t fti J•`�t. J�.,�. p '} � 4 1s td U r _�t'�'a 1, 'ri.;'_ � i..�� ✓„.�. T�'�n �'ti -.,� �t� t _-. .. .- °rF, 4 2 ., to -•[ b - :_ ..ems. I �8 f•k �.t�;,. s r�"rtti ''�y +s�'�iY�' 3.t�.'wP'L ..,,p#a. ,�Kri. 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Sr 5.a 4 { S $r ri� <1'et F9SC J tx y}�1.�..y r.7b'L�'r'•"k� tbPg -^t�?'rX�,:g� }lt ty f h" a rt L'} �A � f�! .'}kms �'�: - �• ;j `ri '��'b�¢'1,�P'Sr•�E�^,�Str�� d'� r -_�y' r � F t« v - •ta. 7k 7 :'i� M t'' 7 k�U a �, h f k i3✓+y r dr �.� r fgti,;�`� c.�,�� ,r ,,,. ^�� ,° -:.r r� i yEC yt�w'�Kcu�t tt � ��r4i r�,,,sYa,.utr '�• r .,;� ,.�. �';' �, ti r 7 ,i ' f � .t1 e',t�,, * '7`�'','at.i�rpak .,y{"°•� `,, X `4°s,+�� Y, e y;.. a� t,+�: ,;y„r � ,�J' KA f ,.i r,r � if� Jt7_t., f� „d 3siT'�g•.;1 ty,yM;W f tie r"1�t s. '7�-., 1p L� hr:h� �� 51:'�Y.� ay7+7 q+€f -��f�: - - - r- .. a �rli�y Ci 'Yelm, 4 M 105 Yelm Avenue West Y E L M P.O. Box 479 IVASHINOTON Yelm; Washington 98597 June 14, 1 (360) 458-3244 Mr. Richard A. Batle, Manager Network Analysis, Burlington Northern, Railroad Company 2600 Lou, Menk Drive Fort Worth, Texas 76161 Re: Amended System Diagram Map BN Map # WA: 23-2 Dear Mr. Batle, The attached notice appeared in our regional newspaper this past week and the City of Yelm would like to request additional information regarding the notice. Will the Burlington Northern Railroad Company please send this additional information to my office?, in the near future. Thank you. Sincerely, City of Yelm Ken Garm nn Public Works Director KG/lmh BN r �-,---Jbuquamtsn I ,�-•1.1 1 r orly. � e syr dis w ` -_ a t �� 1 \ 1 Q c y jr (i1 a 1 V. - to Water 4e'Ic J-'aid• ,J .,.. andRau De HouQ2S o.vnaue � Y I (T1\ \vied tt�iandr• �1 vT S ` .o `hoC $E 1:LL �I -�:, ',belle e� S.mma r c.t,,R Lake �p n , 11 hes- Ba Ell'oll ,. _ Late �M1ar n l - Port Y I D La r�` farall Monohor E 'N .;eZ b r , I Eas?Ea� Fill C � .r.. fr anchesle q .:rL .{• � I . r l;` - ^••s. cr:nnapoks •'.` I ', ue _ sseyuei t - r✓r-�! GonohrlMay Creek m Snoowlrn,R nus r h > .l-'�—� yGan�+ydyle it calm e Gorst / Soutn.vo.tn^) a, n pw[;/ 1. Mawr •T f ` Nonn end tl'�a6 Sunnyslobe J It, is : -,'• 71e i I Lpr� W r Park O uC arha'st Tukwila entOn 0 •,,i I•JODa l-< N 23 f Fratiana jahurst ,, 1 min A HO Bullish S / O OV Shan r EIIrOI n taFlof Mtn 'Mtn °anti oil .^;a, '•te r, rilha- - ee... t y.,h .n?. "- ,r '.1` Olalla Dort t js ,Nor d ' Ho • 't Ltdar teas .: J Burley ,•a ..; Dr ile. �'.. _ IS NO Park Made h{raner a t " P rt �' -oineSl O Idw ,A.rs I R `� P CAHrer urt0 `' Lai Fnc t2 waun " urd M lia'`I}n^'�'• r�emltY K • V e Liffe I S ueck _ ch 1 gotkktton 1 •0 d Ka It Cir ! J ! 1ii II MFu(r I.lud 1 o e Cc to ^' - ensdale R Y •O ^T►h ecus Redondo. ��---GGGJJJ omas 1 Mt U 2 OGig H k 0 rt L 4e S]r.y I O Kan skat �O�edale _ Fe eTal a r °� ,'• �' 1 mer 2t O�Q rest \ u on 1, aYAGbu� .^, • .BI CK ayne` o beach ) I ` Dl mon o i C a &�O 1 l C Der1 nd �^H .ard Hans ? ° W d lic " I If /. g R aervou 9 L Day'r.p to _ d pZ U r kol Fife NPlton DieSry�Ole�a7) ^'11s, or y I�. Z a(� I q Nag r�Dra �,P a i) n •'� :�' 4' numClaw ASS 4,0&"-. 1AJie,l Is Lak OOd L. t I 1 I c.;UDDer MiI - Al PU aitUp OBonneY k iaaadal N i.1,111. ilac 0 - e �• ,LaFevr- �••-1idertor�t" 7Summit SBuckR,land J. e CitY_O / .. Prairiersrnr .. t: C Pa kland 7 \ - scads Jct .rvo.rrw I.- � A ru. oBro dal Me .,.� ¢•" "E 14 `T lice La , 0 332 .�.'��pr11n' Car on BurinQi�n Size" n Be Dupont'' Sp noway FreOer,ckson c- h Croc \r \.< } Nesicually Love n r ''I Unio = Grohs OT ra •sa a/fill �• t - Muct ra0 C l o Old Bait,Min .: � eel P I = ; R s7s• E. Kaaowsrn ElMron C11rV1 it\Mle. S •� lyra _ 331 VV 1-4 ON Me Ken �•. ` - Ohoo 1 r r Mtn .• C IE 3 0 .A%, S \\6 M / . C yClty �� rh S ti rat ry r� RainNr °aFAttonniiTla O yea Rivtr n � �� yti \ / ,J.Ml RAINIER.' In• Vail ^ -._ I. ., ..... .I .1 1�:�'r�•...�'^, • doll Hill AklI �.� I �Y• •Y•r �!brco�Rale —_ilio[ Iden r I f �De ate EtDe N{tkanalAsMcod •MI war/ ►i"Wit Pu i ' 'ossa Ri / ongmir7 Mrner /Lata HYcklaker Mtn Q fiction Nin men" 4.c 'r'fep(A Rafar w 14 Windt K 'Carlson 1 6 r r; •s' Legal*1465 InaccordanwtNtilgls rogt/ranarss d the Interstate Commerce Ad EluArgtm Norlham�attpary haslet,ghrea thptiCa flat R has athanded Its Sysbm Dlag►am Map.alhctiw. 1"l 9%,and pubbhea this folloMMtp mccerpits from the Amended,Systam Dfagian yMap slhowling the~ad&*a)of railroad kta vUW by Ine Index nultbwa in the apa sled cowlyp Line or portion of Ira which BN attldpal"YAN be tib subject of an abandonment or discontinuance application wltitin tinea years d Jab 1.1966.(Category 1). . Catsdory 1 'BN MAP NO, Me 23-2 Line IndsX No 331 " Roy(MP 21.04)to Yekn(MP 25:55)Plerce and Thurston Counties,Washington;4.51 MisK Station grid Mllspost Ipm"t Yetn Ooples of M abaft nap and other YWMdual Me naps In black and white are avaliabie upon request Also,a booklet confaknkng black and white map&of In entire BN system dial; map Is avalkable as M a color-coded map of the entire BN system Maps may be obtakned by addressing a request to Mr.Richard A.Be",Manager,Nowak Analysis,Burk igkx Nort Railroad Company,2600 Low Men*Defile,Fort Worth,Texas 76161.; BURUNGTON NORTHERN RAILROAD COMPANY P1bNsh:June 0,1665 Q �f tH� �w 9� Cl of Yelm 4 n+ 105 Yelm Avenue West P.O. Box 479 YEL'� /�WASHING Yelm, Washington 98597 June 14, 1 (360) 458-3244 �.� s•. Mr. Richard A. Batle, Manager Network Analysis, Burlington Northern Railroad Company 2600 Lou Menk Drive Fort Worth, Texas 76161 Re: Amended System Diagram Map BN Map # WA: 23-2 Dear Mr. Bate, The attached notice appeared in our regional newspaper this past week and the City of Yelm would like to request additional information regarding the notice. Will the Burlington Northern Railroad Company please send this additional information to my office?, in the near future. Thank you. Sincerely, u City of Yelm / /nv � ti Ken Garm nn �! Public Works Director p a� �\ KG/lmh BN //�V c 1 t U 1 ' 51 r '7t�' I Recycled paper a •-r�j s..?2p� lax ..-� t r rt� ' - � + ?• Vit` rkq,e: '; - t-�' a�'•";&.. �7mr'� ;�� .iJ~ ,.tY'��^._ xc"�,iK.�.�' �� r� 'k�' •C� t�°�'�N�,� c�.r..,Y��Y;; ,A"' -+ yw r3•s�;a« ¢ :n � ,�'� �� , w ,^r, �, s.� fi�'� ,f, r� '3 �, bXb�`. j`�i�.a;!' 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'"` �w. a .. ..-� � T' ...: rte+° t r t '' P` f. -zy " r� x� � t i R .q: '.�•. r"'Y fi-� -�x ;�, ... a„ !� „�'r' axe: ;�� ;; e. ., fl,y v x°�rA y„1 e �, �,�r �, ,rt ''pt,� �{•; ,} , i�":1' X'i� i'�Y�d � S4, *� E � y„ CY��.{.v; i".`,te1 S�� l',. ..P. R, .,�4c �•r,�a'^ �",�'. � �,��. t�,�•� ::,75�,• s-�r< �� ' :�} �' �.,�,""� -gyp.,,;;, - r 'Ta �h cp � N o NJ (�u op � 1 x^ 5 09 7-1 ate.. - ,.�y�x:"�✓' ,J�,a.a. x.•a, v �TM+ar `� ��y `Y' 'yam"' ;` s - n"9` � �` ✓-^. I 4k 49 ...;i$�:��xr`�`.' �44`� L�. �y L 4� �. � t•� ,�'� �.a�Y.�.�ac". '3�� ,r3+iv ,. _ �rNA r�&'�` ..e. -.,'1•.�.. '.dyx 3�.fi5 .ts '' L.SC:fii 6Y. :#Ha.`4.$..ro '�:< Ar 3�fX'y "� >i' -fir' 'a._ F- F f'`' I p.a Ole�w .-- �y �,i -- � - rte` „�� • .y�.+m��3F,s�4, ow-F No mnS - �• ..^^r-�yut �/,`- "* .gib. .��Ms '�" '�}` '•:�. `�:a:. ': �;t,,,.vr, n sx - s y`• _ � i ,.rte ,- DAVID EVANS AND ASSOCIATES, T R A N S M I T T A L 3700PactficHighwayEast TO: Mr. Ken Garmann Suite 311 City of Yelm P.O. Box 479 Tacoma,Washington 9842 Yelm, WA 98597 Tel: 253.922.9780 DATE: March 23, 1998 Fax: 253.922.9781 FROM: Charlie Burnham PROJECT: Roy to Yelm Shortline PROS.#: YELM0001 ITEM COPIES DATEDESCRIPTION 1 1 3/23/98 Authorization for Professional Services ❑ AS YOU REQUESTED ❑ FOR YOUR APPROVAL ❑ RETURN REQUESTED ❑ DOCUMENT CONTROL ® FOR YOUR INFORMATION ❑ FOR YOUR REVIEW ❑ COMMENTS: This is the fully executed copy for your files. We look forward to working with you on this project. As discussed, we will inspect the rail line and the structures on Friday, 3/27. -0 a::====— Outstandine Professionals... • Oua �:•. -'.,.. ..�.. .,� In .... e`} R J ! AUTHORIZATION FOR PROFESSIONAL SERVICES PROJECT: Roy-Yelm Railroad Analysis FILE NO: PRO98-078 LOCATION: Yelm,Washington CLIENT: City of Yelm, Attn:Mr.Ken Garmann P.O.Box 479,Yelm,Washington 98597 PROPERTY OWNER:_ _Burlington Northern Santa Fe Railroad,Kansas City,Kansas SCOPE OF WORK: DAVID EVANS and ASSOCIATES, INC., hereinafter referred to as DEA, is hereby requested and authorized to perform the services identified on Attachment"A". _ FEES:Payment for the services authorized herein shall be made on Time and Expense Basis (See Attachment "A„ ). RETAINER: A retainer of $0.00 is due upon notice to proceed(retainer amount will be credited against final invoice). STANDARD CONTRACT PROVISIONS: This contract shall be governed by the DEA Standard Agreement Provisions attached hereto and made a part of hereof. EXCLUSIONS AND ADDITIONAL SERVICES: See Attachment "B" . SCHEDULE: Work will commence upon receipt of executed contract and retainer if applicable and will be completed on a mutually agreed basis. EXPIRATION DATE: This proposal shall be null and void if not accepted within 30 days of: March 17, 1998 AUTHORIZATION: The undersigned warrants on behalf of Client that the client is: Please select one )The PropertyOwner(s) ( )Authorized Agent(s)for the Property Owner(s) ( )Agent(s)for a non-owner third party, and if not the owner,is acting with the knowledge and consent of the owner;and in all cases has the authority to enter this contract with DEA on behalf of client and hereby authorizes DEA to proceed with the work on the terms and schedule described herein. CLIENT: CITY OF YELM DAVID EV ND ASSOCIATES,INC.: BY Lam— BY NAME Ken Garma n NAME Peter D.G zales,P.E. TITLE Public Works Director TITLE Vice President DATE -3, Z6-9® DATE AL BY BY C� NAME NAME Charles E.Burnham,P.E. TITLE TIME Project Manager DATE DATE 3�23� DAVID EVANS AND ASSOCIATES,INC.,3700 Pacific Highway East,Suite 311,Tacoma,WA 98424-1162. Please contact Charlie Burnham should you have questions regarding this contract. CEB:Ijsc PRO98-078 Page 1 of 4 STANI ID AGREEMENT PROVISI S 1. TIME PERIOD FOR PERFORMANCE OF SERVICES: DEA will 9. CLIENT-PROVIDED INFORMATION: DEA is entitled to rely on all perform its services in a diligent manner to completion. DEA will not information furnished or to be furnished by CLIENT. CLIENT agrees be responsible for delays caused by factors beyond DEA's control or to defend and indemnify DEA, its officers, agents and employees which could not readily have been foreseen at the time this Agreement from any and all claims of any kind arising out of or relating to any was executed. In the event any payment due DEA under the terms of claims caused by or contributed to by any errors or omissions in this Agreement is delinquent, DEA may suspend all services until all information provided by CLIENT. payment delinquencies have been remedied. 10. CONSTRUCTION INDEMNIFICATION: CLIENT agrees to require 2. TIMES OF PAYMENTS: Any stated retainer amount shall apply to the the contractor(s) for the Project to agree to defend, hold harmless, fees due under this Agreement at completion of the services provided and indemnify DEA,its officers,agents and employees,from any and by DEA. DEA will periodically submit invoices on or about the tenth all claims of any kind arising out of or relating to contractor's work and day of the month for the unbilled portion of services actually also to require contractor to name DEA, its officers, agents and completed. CLIENT agrees to pay the invoiced amounts within 10 employees,on all of contractor's liability insurance policies. days of receipt of invoice. Any payment that is not received by DEA within said 10 days shall be considered delinquent, and the amounts 11. ATTORNEY'S FEES, EXPENSES AND COSTS: In the event this due DEA shall include a charge at the rate of 1.5%per month(or the Agreement should be referred to an attorney at law or other agent for maximum rate allowed by law if less) for each month since the collection, CLIENT agrees to pay such reasonable attomeys or services were performed. agent's fees as DEA may incur to any attorney or agent in the collection hereof or any part hereof even if no suit or action be 3. REUSE OF DOCUMENTS: All documents including drawings and instituted herein. specifications prcpared or furnished by DEA (a;,d DEA's independent professional associates and consultants) pursuant to this Agreement 12. TERMINATION: Either party may terminate this Agreement at any are instruments of service in respect of the Project and DEA shall time upon seven (7) days prior written notice to the other. In such retain an ownership and property interest therein whether or not the event, DEA will be compensated for services performed under the Project is completed. CLIENT may make and retain copies for Agreement to the date of termination together with all costs arising information and reference in connection with the use and occupancy out of such termination. of the Project by CLIENT and others; however, such documents are not intended or represented to be suitable for reuse by CLIENT or 13. LIMITATION OF LIABILITY: CLIENT agrees that to the fullest extent others on extensions of the Project or on any other project. Any reuse permitted by law, DEA's total liability to CLIENT for any and all without written verification or adaptation by DEA for the specific injuries,claims,losses,expenses or damages whatsoever arising out purpose intended will be at CLIENT's sole risk and without liability or of or in any way related to the project or this Agreement from any legal exposure to DEA, or to DEA's independent professional cause or causes including but not limited to DEA's negligence,errors, associates or consultants, and CLIENT shall indemnify and hold omissions, strict liability, breach of contract or breach of warranty harmless DEA and DEA's independent professional associates and shall not exceed the total compensation received by DEA under this consultants from all claim, damages, losses and expenses including Agreement. attorneys' fees arising out of or resulting therefrom. Any such verification or adaptation will entitle DEA to further compensation at 14. SUCCESSOR INTERESTS: The covenants, conditions, and terms rates to be agreed upon by CLIENT and DEA. of this Agreement shall extend to and be binding upon and inure to the benefit of the heirs, personal representatives and assigns of the 4. OPINIONS OF COSTS: Any opinions or estimates of probable parties hereto. construction costs or of other costs for the Project provided by DEA will be on a basis of experience and judgement, but since it has no 15. NO THIRD-PARTY BENEFICIARIES: This Agreement gives no control over market conditions, or bidding procedures, DEA cannot rights or benefits to anyone other than CLIENT and DEA and has no warrant that bids or ultimate construction costs or other costs for the third-party beneficiaries. Project will not vary from these opinions or estimates. 16. ASSIGNMENT: Neither DEA nor CLIENT shall assign this 5. CONSTRUCTION AND SAFETY: DEA shall not be responsible for Agreement. DEA may, however, employ any other party or entity it the means, methods, techniques, sequences, or procedures of deems necessary or proper for any part of the work required to be construction selected by contractors or for the safety precautions and performed by DEA under the terms of this Agreement. programs incident to the work of contractors and others. 17. SEVERABILITY AND SURVIVAL: If any of the provisions contained 6. STANDARD OF PERFORMANCE: The standard of care applicable in this Agreement are held for any reason to be invalid, illegal, or to DEA's services will be the degree of skill and diligence normally unenforceable in any respect, such invalidity, illegality, or employed by others performing the same type of services for the unenforceability will not affect any other provision, and this location of the Project at the time services are performed. DEA Agreement will be construed as if such invalid, illegal, or makes no other warranty,expressed or implied. unenforceable provision had never been contained herein. 7. PROMPT NOTICE: CLIENT will give prompt written notice to DEA 18. ENTIRE AGREEMENT: This Agreement constitutes the entire whenever CLIENT observes or becomes aware of any development agreement between CLIENT and DEA and supersedes all prior or that affects the scope or timing of the Scope of Services, or of any contemporaneous oral or written representations or agreements. defect in the work of DEA. This Agreement shall not be modified except with document signed by both parties and in writing. 8. ADVERTISEMENTS,PERMITS,ACCESS AND CONSENTS: Unless otherwise agreed to in the Scope of Services, CLIENT will obtain, 19. JURISDICTION: Governing Law: In the event a dispute should arise arrange, furnish, or pay for advertisements for bids, permits and under this contract, both parties agree that Washington Law shall licenses required by governmental authorities,land easements,rights- govern the interpretation of this contract. of-way, and access, and such approvals and consents from others necessary for DEA's services or Project construction. PR098-078 Page 2 of 4 Revision 1-1 Client Initial 14- �cn ATTACHMENT"A" TIME AND EXPENSE BASIS OF REIMBURSEMENT ROY-YELM RAILROAD ANALYSIS I. SCOPE OF WORK: The City of Yelm intends to support development of an industrial site within the city. The site is adjacent to the Burlington Northern Santa Fe Railway(BNSF). As part of the planning process for development of the site,the City requires information about the status of the railroad. DEA will perform the following services related to determining the physical condition of the railroad: A. Track and Structure Inspection • Perform a limited inspection of the line to determine the general physical condition of the track and structures. Obtain available inspection reports from the railroad. Particular attention will be given to the Nisqually River bridge. • Determine any weight and clearance restrictions on the line from existing documentation of the BNSF. • Prepare a summary report of the findings and submit it to the City of Yelm: B. Shoreline Operations Information • Obtain available information from BNSF regarding customer list,frequency of service,and number of carloads handled on the line from Lakeview to Roy. • Prepare projected annualized maintenance costs for track and structures from Lakeview to Yelm. • Prepare the projected costs of repairs to track and structures from Roy to Yelm required to restore service. • Prepared list of local shortline operators. • Prepare summary report of the findings and submit to the City of Yelm. H. FEES: CLIENT agrees to pay DEA an amount for the time of all personnel engaged directly under this Agreement based on DEA's Rates for Personnel plus an amount for incurred expenses based on DEA's Rates for Expenses. The fees quoted herein shall remain in effect for a period of 30 days from the proposal date. Any contract work remaining uncompleted through no fault of DEA after 180 days from contract date will be subject to increased fees. The quoted fees and/or rates do not apply to situations requiring special training and ratings for entering hazardous or suspected hazardous sites. DEA will provide rates for these situations upon request and provision of specific site information. A. Track and structures inspection...............................................................................................$4,500.00 B. Shortline operations information.............................................................................................$2,500.00 TotalEstimated Fee.............................................. .. ................................................. $7,000.00 , � 15 v�o�tS�csc!n 'Trt�S �5 rt tr i�j Q^x'`711 A. RATES FOR PERSONNEL 'g The Range of Rates for Personnel used as a basis for payment are as set forth below: C Principalof Firm.........................................................................................................................$110.00 per hr. Registered Professionals: ProjectManager................................................................................................................$ 99.00 per hr. Engineer.............................................................................................................................$ 78.00 per hr. Project Support: CADDTechnician.............................................................................................................$ 55.00 per hr. WordProcessor.................................................................................................................$ 40.00 per hr. CEB:ljsc PRO98-078 Page 3 of 4 Client Initial ATTACHMENT"B" EXCLUSIONS AND ADDITIONAL SERVICES ROY-YELM RAILROAD ANALYSIS I. EXCLUSIONS Quoted fees do not include title insurance fees or submittal and review fees for any agency. It will be the responsibility of the client to pay all said fees directly on a timely basis. It may also be necessary for the client to bring all property taxes and assessments current in order to obtain final approval from the reviewing agency(s). DEA is not responsible for payment of any submittal or review fees or property taxes and cannot front these costs. The quoted fees exclude any design work,planning,engineering or surveying not expressly described herein or stated as included. No portion of this agreement shall constitute an offer to perform or provide a feasibility analysis for the project. The developer shall independently identify issues and verify the feasibility of the project particularly as it is impacted by items such as traffic mitigation,school impact fees,utility connection fees and other items outside of direct construction costs. The client is advised that additional work,studies or services not identified or included herein may be required to complete this project or obtain construction permits. Any such work subsequently requested by client or required by the permitting agency which has not been expressly included in the scope of work for this contract will be considered additional services hereunder. II. ADDITIONAL SERVICES DEA will upon request perform additional services which are not included in the basic scope of work. Additional fees will be required for the performance of additional services. Redesign work undertaken at owner's request,or for any reason beyond our control is subject to negotiation as to completion time and fees. No additional services or redesign work will be undertaken without prior written authorization from the client. CEB:Ijsc PRO98-078 Page 4 of 4 Client Initial • T R A N S M I DAVID EV Ns To: Mr-Ken Garma T I A L A ND A S S 0 CIA T t Cit nn S, Y of Ye1m Ye0- Box 479 0 0 3700P�cHiBhw m, WA 98,597 LATE. Suite 311 March 17 1998 FROM. Charlie Burnham T ��"ng1On 9842 PROJECT.- Railroad Analysis Tel 25,E 922.9780 PROJ.#; Fes' 253.922.9781 .ITEM COPIE'S � DA7E 2 b�SCIP.IION Authorizationfor Professional Services ® FOR YOUR APPROVAL F-1RETURNREQUESTED ❑ DOCUMENT CONTROL ® As You REQUESTED ❑ FOR YOUR REVIEW ❑ Et�RMA11�N o�yo�i��N Of the te5 �e111el1t and r turn them to our office. A fully executed copy will be ag � both cop 10 . i - cn AUTHORIZATION FOR PROFESSIONAL SERVICES PROJECT: Roy-Yelm Railroad Analysis FILE NO: PR098-078 LOCATION: Yelm,Washington CLIENT: City of Yelm, Attn:Mr. Ken Garmann P.O.Box 479,Yelm,Washineton 98597 PROPERTY OWNER: Burlington Northern Santa Fe Railroad Kansas City, Kansas SCOPE OF WORK: DAVID EVANS and ASSOCIATES, INC., hereinafter referred to as DEA, is hereby requested and authorized to perform the services identified on Attachment"A". FEES: Payment for the services authorized herein shall be made on Time and Expense Basis (See Attachment "A„ ). RETAINER: A retainer of $0.00 is due upon notice to proceed(retainer amount will be credited against final invoice). STANDARD CONTRACT PROVISIONS: This contract shall be governed by the DEA Standard Agreement Provisions attached hereto and made a part of hereof. EXCLUSIONS AND ADDITIONAL SERVICES: See Attachment "B" . SCHEDULE: Work will commence upon receipt of executed contract and retainer if applicable and will be completed on a mutually agreed basis. EXPIRATION DATE: This proposal shall be null and void if not accepted within 30 days of: March 17, 1998 AUTHORIZATION: The undersigned warrants on behalf of Client that the client is: Please select one e PropertyOwner(s) ( )Authorized Agent(s)for the Property Owner(s) ( )Agent(s)for a non-owner third party, and if not the owner,is acting with the knowledge and consent of the owner;and in all cases has the authority to enter this contract with DEA on behalf of client and hereby authorizes DEA to proceed with the work on the terms and schedule described herein. CLIENT: CITYF YE DAVID EVANS AND ASSOCIATES,INC.: BY BY NAME Ken Garm nn NAME Peter D.Gonzales,P.E. TITLE Public Works Director TITLE Vice President DATE 3 ,2<1 - Th DATE BY BY NAME NAME Charles E.Burnham,P.E. TITLE TITLE Project Manager DATE DATE DAVID EVANS AND ASSOCIATES,INC.,3700 Pacific Highway East,Suite 311,Tacoma,WA 98424-1162. Please contact Charlie Burnham should you have questions regarding this contract. CEB:Ijsc PRO98-078 Page 1 of 4 STAND " ID AGREEMENT PROVISII- - -5 1. TIME PERIOD FOR PERFORMANCE OF SERVICES: DEA will 9. CLIENT-PROVIDED INFORMATION: DEA is entitled to rely on all perform its services in a diligent manner to completion. DEA will not information furnished or to be furnished by CLIENT. CLIENT agrees be responsible for delays caused by factors beyond DEA's control or to defend and indemnify DEA, its officers, agents and employees which could not readily have been foreseen at the time this Agreement from any and all claims of any kind arising out of or relating to any was executed. In the event any payment due DEA under the terms of claims caused by or contributed to by any errors or omissions in this Agreement is delinquent, DEA may suspend all services until all information provided by CLIENT. payment delinquencies have been remedied. 10. CONSTRUCTION INDEMNIFICATION: CLIENT agrees to require 2. TIMES OF PAYMENTS: Any stated retainer amount shall apply to the the contractor(s) for the Project to agree to defend, hold harmless, fees due under this Agreement at completion of the services provided and indemnify DEA,its officers,agents and employees,from any and by DEA. DEA will periodically submit invoices on or about the tenth all claims of any kind arising out of or relating to contractor's work and day of the month for the unbilled portion of services actually also to require contractor to name DEA, its officers, agents and completed. CLIENT agrees to pay the invoiced amounts within 10 employees,on all of contractor's liability insurance policies. days of receipt of invoice. Any payment that is not received by DEA within said 10 days shall be considered delinquent, and the amounts 11. ATTORNEY'S FEES, EXPENSES AND COSTS: In the event this due DEA shall include a charge at the rate of 1.5%per month(or the Agreement should be referred to an attorney at law or other agent for maximum rate allowed by law if less) for each month since the collection, CLIENT agrees to pay such reasonable attorney's or services were performed. agent's fees as DEA may incur to any attorney or agent in the collection hereof or any part hereof even if no suit or action be 3. REUSE OF DOCUMENTS: All documents including drawings and instituted herein. specifications prepared or furnished by DEA(and DEA's independent professional associates and consultants) pursuant to this Agreement 12. TERMINATION: Either party may terminate this Agreement at any are instruments of service in respect of the Project and DEA shall time upon seven (7) days prior written notice to the other. In such retain an ownership and property interest therein whether or not the event, DEA will be compensated for services performed under the Project is completed. CLIENT may make and retain copies for Agreement to the date of termination together with all costs arising information and reference in connection with the use and occupancy out of such termination. of the Project by CLIENT and others; however, such documents are not intended or represented to be suitable for reuse by CLIENT or 13. LIMITATION OF LIABILITY: CLIENT agrees that to the fullest extent others on extensions of the Project or on any other project. Any reuse permitted by law, DEA's total liability to CLIENT for any and all without written verification or adaptation by DEA for the specific injuries,claims,losses,expenses or damages whatsoever arising out purpose intended will be at CLIENT's sole risk and without liability or of or in any way related to the project or this Agreement from any legal exposure to DEA, or to DEA's independent professional cause or causes including but not limited to DEA's negligence,errors, associates or consultants, and CLIENT shall indemnify and hold omissions, strict liability, breach of contract or breach of warranty harmless DEA and DEA's independent professional associates and shall not exceed the total compensation received by DEA under this consultants from all claim, damages, losses and expenses including Agreement. attorneys' fees arising out of or resulting therefrom. Any such verification or adaptation will entitle DEA to further compensation at 14. SUCCESSOR INTERESTS: The covenants, conditions, and terms rates to be agreed upon by CLIENT and DEA. of this Agreement shall extend to and be binding upon and inure to the benefit of the heirs, personal representatives and assigns of the 4. OPINIONS OF COSTS: Any opinions or estimates of probable parties hereto. construction costs or of other costs for the Project provided by DEA will be on a basis of experience and judgement, but since it has no 15. NO THIRD-PARTY BENEFICIARIES: This Agreement gives no control over market conditions, or bidding procedures, DEA cannot rights or benefits to anyone other than CLIENT and DEA and has no warrant that bids or ultimate construction costs or other costs for the third-party beneficiaries. Project will not vary from these opinions or estimates. 16. ASSIGNMENT: Neither DEA nor CLIENT shall assign this 5. CONSTRUCTION AND SAFETY: DEA shall not be responsible for Agreement. DEA may, however, employ any other party or entity it the means, methods, techniques, sequences, or procedures of deems necessary or proper for any part of the work required to be construction selected by contractors or for the safety precautions and performed by DEA under the terms of this Agreement. programs incident to the work of contractors and others. 17. SEVERABILITY AND SURVIVAL: If any of the provisions contained 6. STANDARD OF PERFORMANCE: The standard of care applicable in this Agreement are held for any reason to be invalid, illegal, or to DEA's services will be the degree of skill and diligence normally unenforceable in any respect, such invalidity, illegality, or employed by others performing the same type of services for the unenforceability will not affect any other provision, and this location of the Project at the time services are performed. DEA Agreement will be construed as if such invalid, illegal, or makes no other warranty,expressed or implied. unenforceable provision had never been contained herein. 7. PROMPT NOTICE: CLIENT will give prompt written notice to DEA 18. ENTIRE AGREEMENT: This Agreement constitutes the entire whenever CLIENT observes or becomes aware of any development agreement between CLIENT and DEA and supersedes all prior or that affects the scope or timing of the Scope of Services, or of any contemporaneous oral or written representations or agreements. defect in the work of DEA. This Agreement shall not be modified except with document signed 8. ADVERTISEMENTS,PERMITS,ACCESS AND CONSENTS: Unless by both parties and in writing. otherwise agreed to in the Scope of Services, CLIENT will obtain, 19. JURISDICTION: Governing Law: In the event a dispute should arise arrange, furnish, or pay for advertisements for bids, permits and under this contract, both parties agree that Washington Law shall licenses required by governmental authorities,land easements,rights- govern the interpretation of this contract. of-way, and access, and such approvals and consents from others necessary for DEA's services or Project construction. PR098-078 Page 2 of 4 Revision 1-1 Client Initial 0 �cn ATTACHMENT"A" TIME AND EXPENSE BASIS OF REIMBURSEMENT ROY-YELM RAILROAD ANALYSIS I. SCOPE OF NVORK: The City of Yelm intends to support development of an industrial site within the city. The site is adjacent to the Burlington Northern Santa Fe Railway(BNSF). As part of the planning process for development of the site,the City requires information about the status of the railroad. DEA will perform the following services related to determining the physical condition of the railroad: A. Track and Structure Inspection • Perform a limited inspection of the line to determine the general physical condition of the track and structures. Obtain available inspection reports from the railroad. Particular attention will be given to the Nisqually River bridge. • Determine any weight and clearance restrictions on the line from existing documentation of the BNSF. • Prepare a summary report of the findings and submit it to the City of Yelm. B. Shoreline Operations Information • Obtain available information from BNSF regarding customer list,frequency of service,and number of carloads handled on the line from Lakeview to Roy. • Prepare projected annualized maintenance costs for track and structures from Lakeview to Yelm. • Prepare the projected costs of repairs to track and structures from Roy to Yelm required to restore service. • Prepared list of local shortline operators. • Prepare summary report of the findings and submit to the City of Yelm. H. FEES: CLIENT agrees to pay DEA an amount for the time of all personnel engaged directly under this Agreement based on DEA's Rates for Personnel plus an amount for incurred expenses based on DEA's Rates for Expenses. The fees quoted herein shall remain in effect for a period of 30 days from the proposal date. Any contract work remaining uncompleted through no fault of DEA after 180 days from contract date will be subject to increased fees. The quoted fees and/or rates do not apply to situations requiring special training and ratings for entering hazardous or suspected hazardous sites. DEA will provide rates for these situations upon request and provision of specific site information. A. Track and structures inspection...............................................................................................$4,500.00 B. Shordine operations information.............................................................................................$2,500.00 TotalEstimated Fee...........................................................................................................I..... ..........$7,000.00 , t"r to v4oaV-t t1P-T' t15 IS A n3S i ro �ytG $ G� �.<-rh2!aci A. RATES FOR PERSONNEL The Range of Rates for Personnel used as a basis for payment are as set forth below: 1 Principalof Firm.........................................................................................................................$110.00 per hr. Registered Professionals: ProjectManager................................................................................................................$ 99.00 per hr. Engineer.............................................................................................................................$ 78.00 per hr. Project Support: CADDTechnician.............................................................................................................$ 55.00 per hr. WordProcessor.................................................................................................................$ 40.00 per hr. CEB:Ijsc PRO98-078 Page 3 of 4 Client Initial ATTACHMENT"B" EXCLUSIONS AND ADDITIONAL SERVICES ROY-YELM RAILROAD ANALYSIS I. EXCLUSIONS Quoted fees do not include title insurance fees or submittal and review fees for any agency. It will be the responsibility of the client to pay all said fees directly on a timely basis. It may also be necessary for the client to bring all property taxes and assessments current in order to obtain final approval from the reviewing agency(s). DEA is not responsible for payment of any submittal or review fees or property taxes and cannot front these costs. The quoted fees exclude any design work,planning,engineering or surveying not expressly described herein or stated as included. No portion of this agreement shall constitute an offer to perform or provide a feasibility analysis for the project. The developer shall independently identify issues and verify the feasibility of the project particularly as it is impacted by items such as traffic mitigation,school impact fees,utility connection fees and other items outside of direct construction costs. The client is advised that additional work,studies or services not identified or included herein may be required to complete this project or obtain construction permits. Any such work subsequently requested by client or required by the permitting agency which has not been expressly included in the scope of work for this contract will be considered additional services hereunder. H. ADDITIONAL SERVICES DEA will upon request perform additional services which are not included in the basic scope of work. Additional fees will be required for the performance of additional services. Redesign work undertaken at owners request,or for any reason beyond our control is subject to negotiation as to completion time and fees. No additional services or redesign work will be undertaken without prior written authorization from the client. CEB:Ijsc PRO98-078 Page 4 of 4 Client Initial �G' MER cn AUTHORIZATION FOR PROFESSIONAL SERVICES PROJECT: Roy-Yelm Railroad Analysis FILE NO: PR098-078 LOCATION: Yelm,Washington CLIENT: City of Yelm, Attn:Mr. Ken Garmann P.O.Box 479,Yelm,Washington 98597 PROPERTY OWNER: Burlington Northern Santa Fe Railroad,Kansas City,Kansas SCOPE OF WORK: DAVID EVANS and ASSOCIATES, INC., hereinafter referred to as DEA, is hereby requested and authorized to perform the services identified on Attachment"A". FEES:Payment for the services authorized herein shall be made on Time and Expense Basis (See Attachment "A„ ). RETAINER: A retainer of $0.00 is due upon notice to proceed(retainer amount will be credited against final invoice). STANDARD CONTRACT PROVISIONS: This contract shall be governed by the DEA Standard Agreement Provisions attached hereto and made a part of hereof. EXCLUSIONS AND ADDITIONAL SERVICES: See Attachment "B" . SCHEDULE: Work will commence upon receipt of executed contract and retainer if applicable and will be completed on a mutually agreed basis. EXPIRATION DATE: This proposal shall be null and void if not accepted within 30 days of: March 17, 1998 AUTHORIZATION: The undersigned warrants on behalf of Client that the client is: Please select one ie PropertyOwner(s) ( )Authorized Agent(s)for the Property Owner(s) ( )Agent(s)for a non-owner third party, and if not the owner,is acting with the knowledge and consent of the owner;and in all cases has the authority to enter this contract with DEA on behalf of client and hereby authorizes DEA to proceed with the work on the terms and schedule described herein. CLIENT: CITY OF YELM DAVID EVANS AND ASSOCIATES,INC.: BY BY NAME Ken Garm n NAME Peter D.Gonzales,P.E. TITLE Public Works Director TITLE Vice President DATE -3 -cj DATE BY BY NAME NAME Charles E. Burnham,P.E. TITLE TITLE Project Manager DATE DATE DAVID EVANS AND ASSOCIATES,INC.,3700 Pacific Highway East,Suite 311,Tacoma,WA 98424-1162. Please contact Charlie Burnham should you have questions regarding this contract. CEB:Ijsc PRO98-078 Page 1 of 4 STAN[ ID AGREEMENT PROVISII S 1. TIME PERIOD FOR PERFORMANCE OF SERVICES: DEA will 9. CLIENT-PROVIDED INFORMATION: DEA is entitled to rely on all perform its services in a diligent manner to completion. DEA will not information furnished or to be furnished by CLIENT. CLIENT agrees be responsible for delays caused by factors beyond DEA's control or to defend and indemnity DEA, its officers, agents and employees which could not readily have been foreseen at the time this Agreement from any and all claims of any kind arising out of or relating to any was executed. In the event any payment due DEA under the terms of claims caused by or contributed to by any errors or omissions in this Agreement is delinquent, DEA may suspend all services until all information provided by CLIENT. payment delinquencies have been remedied. 10. CONSTRUCTION INDEMNIFICATION: CLIENT agrees to require 2. TIMES OF PAYMENTS: Any stated retainer amount shall apply to the the contractor(s) for the Project to agree to defend, hold harmless, fees due under this Agreement at completion of the services provided and indemnify DEA,its officers,agents and employees,from any and by DEA. DEA will periodically submit invoices on or about the tenth all claims of any kind arising out of or relating to contractor's work and day of the month for the unbilled portion of services actually also to require contractor to name DEA, its officers, agents and completed. CLIENT agrees to pay the invoiced amounts within 10 employees,on all of contractor's liability insurance policies. days of receipt of invoice. Any payment that is not received by DEA within said 10 days shall be considered delinquent, and the amounts 11. ATTORNEY'S FEES, EXPENSES AND COSTS: In the event this due DEA shall include a charge at the rate of 1.5%per month(or the Agreement should be referred to an attorney at law or other agent for maximum rate allowed by law if less) for each month since the collection, CLIENT agrees to pay such reasonable attorney's or services were performed. agent's fees as DEA may incur to any attorney or agent in the collection hereof or any part hereof even if no suit or action be 3. REUSE OF DOCUMENTS: All documents including drawings and instituted herein. specifications prepared or furnished by DEA(and DEA's independent professional associates and consultants) pursuant to this Agreement 12. TERMINATION: Either party may terminate this Agreement at any are instruments of service in respect of the Project and DEA shall time upon seven (7) days prior written notice to the other. In such retain an ownership and property interest therein whether or not the event, DEA will be compensated for services performed under the Project is completed. CLIENT may make and retain copies for Agreement to the date of termination together with all costs arising information and reference in connection with the use and occupancy out of such termination. of the Project by CLIENT and others; however, such documents are not intended or represented to be suitable for reuse by CLIENT or 13. LIMITATION OF LIABILITY: CLIENT agrees that to the fullest extent others on extensions of the Project or on any other project. Any reuse permitted by law, DEA's total liability to CLIENT for any and all without written verification or adaptation by DEA for the specific injuries,claims,losses,expenses or damages whatsoever arising out purpose intended will be at CLIENT's sole risk and without liability or of or in any way related to the project or this Agreement from any legal exposure to DEA, or to DEA's independent professional cause or causes including but not limited to DEA's negligence,errors, associates or consultants, and CLIENT shall indemnify and hold omissions, strict liability, breach of contract or breach of warranty harmless DEA and DEA's independent professional associates and shall not exceed the total compensation received by DEA under this consultants from all claim, damages, losses and expenses including Agreement. attorneys' fees arising out of or resulting therefrom. Any such verification or adaptation will entitle DEA to further compensation at 14. SUCCESSOR INTERESTS: The covenants, conditions, and terms rates to be agreed upon by CLIENT and DEA. of this Agreement shall extend to and be binding upon and inure to the benefit of the heirs, personal representatives and assigns of the 4. OPINIONS OF COSTS: Any opinions or estimates of probable parties hereto. construction costs or of other costs for the Project provided by DEA will be on a basis of experience and judgement, but since it has no 15. NO THIRD-PARTY BENEFICIARIES: This Agreement gives no control over market conditions, or bidding procedures, DEA cannot rights or benefits to anyone other than CLIENT and DEA and has no warrant that bids or ultimate construction costs or other costs for the third-party beneficiaries. Project will not vary from these opinions or estimates. 16. ASSIGNMENT: Neither DEA nor CLIENT shall assign this 5. CONSTRUCTION AND SAFETY: DEA shall not be responsible for Agreement. DEA may, however, employ any other party or entity it the means, methods, techniques, sequences, or procedures of deems necessary or proper for any part of the work required to be construction selected by contractors or for the safety precautions and performed by DEA under the terms of this Agreement. programs incident to the work of contractors and others. 17. SEVERABILITY AND SURVIVAL: If any of the provisions contained 6. STANDARD OF PERFORMANCE: The standard of care applicable in this Agreement are held for any reason to be invalid, illegal, or to DEA's services will be the degree of skill and diligence normally unenforceable in any respect, such invalidity, illegality, or employed by others performing the same type of services for the unenforceability will not affect any other provision, and this location of the Project at the time services are performed. DEA Agreement will be construed as if such invalid, illegal, or makes no other warranty,expressed or implied. unenforceable provision had never been contained herein. 7. PROMPT NOTICE: CLIENT will give prompt written notice to DEA 18. ENTIRE AGREEMENT: This Agreement constitutes the entire whenever CLIENT observes or becomes aware of any development agreement between CLIENT and DEA and supersedes all prior or that affects the scope or timing of the Scope of Services, or of any contemporaneous oral or written representations or agreements. defect in the work of DEA. This Agreement shall not be modified except with document signed 8. ADVERTISEMENTS,PERMITS,ACCESS AND CONSENTS: Unless by both parties and in writing. otherwise agreed to in the Scope of Services, CLIENT will obtain, 19. JURISDICTION: Goveming Law: In the event a dispute should arise arrange, furnish, or pay for advertisements for bids, permits and under this contract, both parties agree that Washington Law shall licenses required by governmental authorities,land easements,rights- govern the interpretation of this contract. of-way, and access, and such approvals and consents from others necessary for DEA's services or Project construction. PRO98-078 Page 2 of 4 Revision 1-1 Client Initial �cn ATTACHMENT"A" TIME AND EXPENSE BASIS OF REIMBURSEMENT ROY-YELM RAILROAD ANALYSIS I. SCOPE OF WORK: The City of Yelm intends to support development of an industrial site within the city. The site is adjacent to the Burlington Northern Santa Fe Railway(BNSF). As part of the planning process for development of the site,the City requires information about the status of the railroad. DEA will perform the following services related to determining the physical condition of the railroad: A. Track and Structure Inspection • Perform a limited inspection of the line to determine the general physical condition of the track and structures. Obtain available inspection reports from the railroad. Particular attention will be given to the Nisqually River bridge. • Determine any weight and clearance restrictions on the line from existing documentation of the BNSF. • Prepare a summary report of the findings and submit it to the City of Yelm. B. Shortline Operations Information • Obtain available information from BNSF regarding customer list,frequency of service,and number of carloads handled on the line from Lakeview to Roy. • Prepare projected annualized maintenance costs for track and structures from Lakeview to Yelm. • Prepare the projected costs of repairs to track and structures from Roy to Yelm required to restore service. • Prepared list of local shortline operators. • Prepare summary report of the findings and submit to the City of Yelm. II. FEES: CLIENT agrees to pay DEA an amount for the time of all personnel engaged directly under this Agreement based on DEA's Rates for Personnel plus an amount for incurred expenses based on DEA's Rates for Expenses. The fees quoted herein shall remain in effect for a period of 30 days from the proposal date. Any contract work remaining uncompleted through no fault of DEA after 180 days from contract date will be subject to increased fees. The quoted fees and/or rates do not apply to situations requiring special training and ratings for entering hazardous or suspected hazardous sites. DEA will provide rates for these situations upon request and provision of specific site information. A. Track and structures inspection...............................................................................................$4,500.00 B. Shortline operations information.............................................................................................$2,500.00 Total Estimated Fee.................................. .... ...... ... . ..0000. ...$7,000.00 ..i.�..;a• n �.�-i`t:�,,...si'i=ri i. .5..!'. ..f�• Z`' A. RATES FOR PERSONNEL The Range of Rates for Personnel used as a basis for payment are as set forth below: Principalof Firm......................................................................................................0000...............$110.00 per hr. Registered Professionals: ProjectManager................................................................................................................$ 99.00 per hr. Engineer................. .............. ...... .......... .........................o...................0..............$ 78.00 per hr. Project Support: CADDTechnician........................................................................................................0000.$ 55.00 per hr. WordProcessor..............................................................0..............................................0000$ 40.00 per hr. CEB:Ijsc PRO98-078 Page 3 of 4 Client Initial ATTACHMENT"B" EXCLUSIONS AND ADDITIONAL SERVICES ROY-YELM RAILROAD ANALYSIS I. EXCLUSIONS Quoted fees do not include title insurance fees or submittal and review fees for any agency. It will be the responsibility of the client to pay all said fees directly on a timely basis. It may also be necessary for the client to bring all property taxes and assessments current in order to obtain final approval from the reviewing agency(s). DEA is not responsible for payment of any submittal or review fees or property taxes and cannot front these costs. The quoted fees exclude any design work,planning,engineering or surveying not expressly described herein or stated as included. No portion of this agreement shall constitute an offer to perform or provide a feasibility analysis for the project. The developer shall independently identify issues and verify the feasibility of the project particularly as it is impacted by items such as traffic mitigation,school impact fees,utility connection fees and other items outside of direct construction costs. The client is advised that additional work,studies or services not identified or included herein may be required to complete this project or obtain construction permits. Any such work subsequently requested by client or required by the permitting agency which has not been expressly included in the scope of work for this contract will be considered additional services hereunder. H. ADDITIONAL SERVICES DEA will upon request perform additional services which are not included in the basic scope of work. Additional fees will be required for the performance of additional services. Redesign work undertaken at owner's request,or for any reason beyond our control is subject to negotiation as to completion time and fees. No additional services or redesign work will be undertaken without prior written authorization from the client. CEB:Ijsc PRO98-078 Page 4 of 4 Client Initial �- Il P� DAVID EV NS AND ASSOCIATES, T R A N S M I T T A L 3700 PacocHighway Favi TO: Mr.Ken Garmann s„re311 City of Yelm P.O. Box 479 TWM4 Washington 9842 Yelm, WA 98597 Tel, 253.923,9780 HATE: March 17, 1998 Fax: 253.9229781 FROM: Charlie Burnham PROJECT: Railroad Analysis t I i PROJ.#: 1 2 -- Authorization for Professional Services ®11 AS YOU REQUESTED ® FOR YOUR APPROVAL ❑ RETURN REQUESTED ❑ DOCUMENT CONTROL u FOR YOUR INFORMATION ❑ FOR YOUR REVIEW I ❑ 1 COMMENTS: Please sign, initial, and date both copies Of the agreement and r8tum them to our office. A fully executed copy Mll be returned for your files. AUTHORIZATION FOR PROFESSIONAL SERVICES PROJECT: Ro -Yelm Railroad Analysis FILE NO: PR098-078 LOCATION: XeIm Washin on T CLIENT; Ci1Y of Yehn Attn:Mr.Ken aumann P.O.Box 479 Yelm Washin n 98597 PROPERTY OWNER: Burlington Northern Santa Fe Railroad Kansas City, Kansas SCOPE OF WORK: DAVID EVANS and ASSOCIATES, INC., hereinafter referred to as DEA, is hereby requested and authorized to perform the services identified on Attachment"A". FEES:Payment for the services Authorized herein shall be made on Time and Expense Basis (See Attachm t "A" RETAINER: A retainer of $Q_Q0 _is due upon notice to proceed(retainer amount will be credited against final invoice). STANDARD CONTRACT PROVISIONS: This contract shall be governed by the DEA Standard Agreement Provisions attached hereto and made a part of hereof. EXCLUSIONS AND ADDITIONAL SERVICES: Set AttachmenC.3" SCHEDULE: Work will commence upon receipt of executed contract and retainer if applicable and will he completed on a mutually agreed basis. EXPIRATION DATE--This proposal shall be null and void if not accepted within 30 days of: March 17. 1998 AUTHORIZATI N: The undersigned warrants on behalf of Client that the client is: Please select one The Pr6perty caner(s) ( )Authorized Agent(s)for the Property Owners) ( )Agent(s)for a non-owner third party, and if not the owner,is acting with the knowledge and consent of the owner-and in all cases has the authority to enter this contract with DEA on behalf of client and hereby authorizes DEA to proceed with the work on the terms and schedule described herein. CLIENT: CITY OF YELM DAVID EVANS AND ASSOCIATES,INC.: BY BY NAME_ Ken Garmann _ NAME Peter D.Gonzales, RE, TITLE Public Works Director _ TITLE Vice President DATE DATE BY-- _ 13Y NAME _ NAME_ Charles E.Burnham P.E. TITLE TME-_ Project Manager DATE DATE DAVID EVANS AND ASSOCIATES, INC., 3700 Pacific Highway East,Suite 311,Tacoma,WA 99424-1162. Please contact Charlie Burnham should you have questions regarding this contract, CEB;ljsc PRO98-078 Page 1 of 4 - - -- �- �[a, 1L LliI�JVGAJJVV1AlL,.7 LP7. u STE )ARD AGREEMENT PROV ONS 1 TIME PERIOD FOR PERFORMANCE OF SERVICES: DEA will 9. CLIENT-PROVIDED INFORMATION. DEA Is entity to rely on all perform its Services in a diligent manner to completion. DLA will not information furnished or to be furnished by CLIENT. CLIENT agrees be responsible for delays caused by factors beyond DEA's control or to defend and wfrlch could not readily have been roreseen at the time this Agreement from any and all aim ofenifynFAany kind itsans ng Out afcers, t orand relating tooyees was executed, In the event any payment due DEA under the terms of claims caused by or contributed to by any errors or omissions in this Agreement is delinquent, DEA may Suspend all services until all information provided by CLIENT, payment delinquencies have been remedied. 2. TIMES OF PAYMENTS: Any stated retainer amount shall apply to the t0' CONSTRUCTION INDEMNIFICATION: CLIENT agrees to require fees due under this Agreement at completion of the services p ovided the IndemnifycontractorDEA,its for the Project agents agree So defend, hold hanrrles d by DEA. DEA will periodically submit Invoices on or about the tenth ail olarim of'anyy k nd arising out of or relating t employees. ontractor work and day of the month for the unbilled portion of services actually also to require contractor to name DEA, Its officers, agents and completed. CLIENT agrees to pay the invoiced amounts within 10 days of receipt Of Invoice. An employees,On all of contractor s liability Insurance policies. Any payment that is not received by DEA within said 10 days shall be considered delinquent, and the amounts 11- ATTORNEY'S FEES, EXPENSES AND COSTS. In the event this due DEA shall include a charge at the rate of 1.5%per month (or the Agreement should be referred to an attorney at law or other agent for maximum rate allowed by law if less) for each month since the services were performed. collection, CLIENT agrees t0 pay such reasonable attomey's or agent's fees as DEA may Incur to any attomey or agent In the lection 3. REUSE OF DOCUMENTS: All documents Including drawings and Instituted herein, or any part hereof even if no suit or action be speclflcatlons prepared or furnished by DEA(and DEAle independent professional associates and consultants) pursuant to this Agreement 12, TERMINATION: Either party may terminate this Agreement at any are instruments of SeMce in respect of the Project and DEA Shall time upon seven retain an ownership and property interest therein whether or not the event, DEA kit be(7) daysprior written notice t the other. In such Project is compteted. CLIENT may m compensated for services ith41performed under the Information and reference in connection withtheuse and �ue�or out of sucheement to the date of termination together with ail costs arising of the Project by CLIENT and others; however,such documents are out o}such termination. not intended or represented to be suitable for reuse by CLIENT or 13, LIMITATION OF LIABILITY. CLIENT agrees that to the fullest extent others on extensions of the Project or on any other project. Any reuse pemlltted by taw, DEA's total Ilabllity to CLIENT for any and all without written verification or adaptation by DEA for the specific injuries,claims,losses, expenses or damages whatsoever arising out Purpose intended will be at CLIENTS sole risk and without Aablllty or of or In any way related to the project or this Agreement from any legal exposure to DEA, or to DEA's Independent professional cause or causes Including but not limited to DEA's negligence,errors, associates or consultants, and CUENT shall Indemnify and hold omissJOns, strict liability, breach of contract or breach of warranty harmless DEA and DEA's Independent professional associates and consultants from all claim, damages, losses and Shall not exceed She total compensation received by DEA under this attorneys' fees arising out of or resulting therefrom. e Any I ulch Agreement. verifioatlon or adaptation will entitle DEA to further compensation at 14. SUCCESSOR INTERESTS: The covenants, conditions, and terms rates to be agreed upon by CLIENT and DEA_ of this Agreement shall extend to and be binding upon and inure to 4. OPINIONS OF CASTS: Any opinions or estimates of probable the benefit Of the heirs, personal representatives and assigns of the construction costs or of other costs for the Project provided by DEA paRies hereto. will be on a basis of experience and Judgement, but since it has no 18, NO THIRD-PART`{ BENEFICIARIES: This Agreement gives no control over market conditions, or bidding procedures, DEA cannot rights or benefits to anyone other than CLIENT and DEA and has no warrant that bids Or ultimate construction costs or other costs for the third Project will not vary from these opinions or estimates. Par11'beneficiaries. 5. CONSTRUCTION AND SAFETY, DEA shall not be responsible for 16 Agreement. DEA May, however, mNT; Neither DEA il CainN�e pa assign this the means, methods, techniques, sequences, or procedures of g y POy Y party or entity It P deems necessary or proper for any part of the work required to be construction selected by contractors or for the safety precautions and performed b DF�4 programs incident to the work of contractors and others. Y under the terms of this Agreement. 17, SEVERABILITY AND SURVIVAL: If any of the provisions contained 6. STANDARD OF PERFORMANCE: The standard of care applicable in this Agreement are held for any reason to be invalid, Illegal, or to DEA's services will be the degree of skill and diligence normally unenforceable In any respect, such invalidity, illegality, or employed by others performing the same type of Services for the unenforceabllfty will not affect an other locatlon of the Project at the time services are performed, DEA Y provision, and this p Agreement will be construed as If such invalid, illegal, or makes no Other warranty,expressed or implied. unenforceable provision had never been contained herein. 7. PROMPT NOTICE: CLIENT will give prompt written notice to DEA 18. ENTIRE AGREEMENT: This Agreement constitutes the entire whenever CLIENT observes or becomes aware of any development agreement between CLIENT and DEA and supersedes all prior or that affects the 80ON or timing of the Scope of Services, or of any contemporaneous oral or written representations or agreements_ defect in the work of DEA. This Agreement shall not be modified except with document signed S. ADVERTISEMENTS,PERMITS,ACCESS AND CONSENTS: Unless by both parties and in writing. otherwise agreed to in the Scope of Services, CLIENT will obtain, 19. JURISDICTION- Governing Law, In the event a dispute should arise arrange, furnish, or pay for advertisements for bids, permits and under this contract, both parties agree that Washington Law shall licenses required by gevemmental authorities, land easements, rights- govern the interpretation of this contract- of-way, and access, and such approvals and consents from others necessary for DEA's services Or Project construction. PRO98.078 Page 2 of 4 Revision 1-1 Client Initial • —__.��, r..au.vw[s..r ciVva�11Ge7 IQf IlU4 ATTACHMENT "A" TIME AND EXPENSE BASIS OF REIMBURSEMENT ROY-YELM RAILROAD ANALYSIS I. SCOPE OF WORK-. The City of Yelm intends to support development of an industrial site within the city. The site is adjacent to the Burlington Northern Santa Fe Railway($NSF). As part of the planning process for development of the site,the City TCquires information about the status of the railroad. DEA will perform the following services related to determining the physical condition of the railroad: A, Track and Structure Inspection • Perform a limited inspection of the line to determine the general physical condition of the track and structures. Obtain available inspection reports from the railroad- Particular attention will be given to the Nisqually River bridge. • Determine any weight and clearance restrictions on the line from existing documentation of the BNSF. `PTpZ=s sY�Po� endrngs and submit it to the City of Y B. Shotrtline Operations Information r • Obtain available information from BNSF regarding customer list,frequency of service, and number of carloads handled on the line from Lakeview to Roy. • Prepare projected annualized maintenance costs for track and structures from Lakeview to Yelm. • Prepare the projected costs of repairs to track and structures from Roy to Yelm required to restore service. • Prepared list of local shortline operators. • Prepare summary report of the findings and submit to the City of Yelm, II• FEES: CLIENT agrees to pay DEA an amount for the time of all personnel engaged directly under this Agreement based on DEA's Rates for Personnel plus an amount for incurred expenses based on DEA's Rates for Expenses- The fees quoted herein shall remain in effect for a period of 30 days from the proposal date. Any contract work remaining uncompleted through no fault of DEA after 180 days from con-P'a0 date will be subject to increased fees, The quoted fees and/or rates do not apply to situations requiring special training and ratings for entering hazardous or suspected hazardous sites. DEA will provide rates for these situations upon request and provision of specific site information. 14, A- Track and structures inspection•,•••,,...... `3 �' .......................... B. Shortline 4,5 operations information--_..__,,,,,,,,,,,,,,,,,, 2500 Total Estimated Fee....................................... $7,000,00 7 A. RATES FOR PERSONNEL NaT'Td 1E x<XlZP The Range of Rates for Personnel used as a basis for payment are as set forth below: Principalof Firm................................................... .. ...........................................51 10.00 per hr_ Registered Professionals: Project Manager. ...................................•---......_......-•----••---•--••- .. ..................,.........,g 99.00 per hr. Engineer...................... ................................................................... . $ 78.00 per hr. (� Project Support, CADD Technician- . QL WordProcessor. .............................................................................. .......................S 55.00 per hr. . CE6:Ijsc �v ------•....'..................................................... ...S 40,00 per hr. PRO98-078 Page 3 of 4 Client Initial LAY I t,VA1V J6GAJJUI;�R��;,`,y LQJUUa ArrACHMENT "B" EXCLUSIONS ANb�QN SERVICES ROY•YELM RAILROAD ANALYSES I. EX LUSIONS Quoted fees do not include title insurance fees or submittal and review fees for any agency. responsibility of the client to pay all said fees directly on a timely basis. It ma It will be the Property taxes and assessments current in order to obtain final approval from the re ie ng gene for DEA t not responsible for payment of any subrnitta!or review fees or roe taxes ee �'for the client to bring all fees exclude any design work,planning, engineering or surveying not xe pressjy and ae�ot front these stated costs, ost enc'the quoted No portion of this agreement ment shall constitute an offer to perform or provide a feasibility analysis for the project. The developer shall independently identify issues and verify the feasibility of the project particularly as it is impacted b items such as traffic mitigation,school impact fees,utility connection fees and other items outside of direct construction costs. Y The client is advised that additional work, studies or services not identified or included herein may be required to co this project h obtain construction ly incts, Any such work subsequently requested by client or required by the permitting agency which has not been expressly complete hereunder. p y included in the scope of work for this contract will be considered additional servie s IL ADDITIONAL SERVICES DHA will upon request perform additional services which are not included in the basic scope of work. Additional fees will be required for the performance of additional services. Redesi work and beyond our control is subject to negotiation as to completion time and fees.No additional seen at Owncr's rvices ccs or redesiuest, or for gn work will be undertaken without ptior written authorization from the client. CES:ljcc PP 098-078 Page 4 of 4 Client Initial ,� ��.n t�t.�■r .y ..��. . �. v.N' ari av 11.JV- 1J. J! FAA Ld4 Y+ri x171 ,s z. AUTHORIZATION FOR PROFESSIONAL SLRVICE, PROJECT:_ Ro -Yelm Railroad Analysis LOCATION! Y-P m,Washington CLIENT: City of Yelm, Attn.Mr.Ken Garmann P.O.Box 479,Ye1m.Washington 98591 PROPERTY OWNER:_Burlinaton Northern Santa Fe SCOPE OF WORK: DAVID EVANS and ASSOCIATES. INC., hereinafter referred to as DEA, y ,. authorized to perform the setvices identified on Attachment"A". FEES:Payment for the services authorized herein shall be made on Time and Expense Basis (See Attachment "I, RETAINER: A retainer of_$0,00 =is due upon notice to proceed(retainer amount will be credited against final STANDARD CONTRACT PROVISIONS: This contract shall be governed by the DEA Standard Agreemerit attached hereto and trade a part of hemf. 4 EXCLUSIONS AND ADDITIONAL SERVICES: Ste Attachment"_. SCHEDULE: Work AY commence upon receipt of executed eontrac* mutually agreed hai EXPIRATION D 11 I_:; .%o proposal $11411 br null and -old If iwi LL-ceuMv r,uuu„J March �"I, 19�}K AUTHORIZATION: the undersigned warrants on behalf of t Please select one )The r0wner(s) ( i Authorized Agent(s)for the Property Owner(s) ( Agents)for a non-owner third party, and if not the owne,, is acung with the knowledge and consent of the owner,and in all cases has the authority to � widt �7FA on he! a!f-')f;Tient Anel hereby authorizes DEA to pro%-eed with the work on the tel ins and sch-Jule d CLIENT. Y 01,' l EUM DAVID LVANS AND ASSOCL41 BY --- _ _. BY NAM I' _ Kru Gailfl'olll- NAMPar., 1-1 r:". 1111.1 1'ul tt. Wo'-ks Uiru::,,rTM BY NAIM E NA,MI- iMu, TITLE ITI'Lr Prninr r M nv DATE ^, DAVID EVANS AND ASSOCL-.. Please contact Chance Burnham hould you harr,qur W%11r1l70 LLL 1 L r'1:1 Lai N.:r M-!0+ 'y, lli� l.lx_r-, A-,:hft""+!r' IAII- ` rr!rnr ' *r, - ;� S7 IDARD AGREEML i i T 1, TIME PERIOD FOR PERF04MANCE OF SERVICES: DEA will - yr rrilvU�ilvv. uEA16 , perfartn its services in a diligent manner to completion. DEA will not information furnished or to be fumi€h° ' 1 I10Sponsible for delays caused by factors beyond DEA's control or to defend arid indernnify DFA, It wfdoh could not readily have been toreseen at the time this Agreement irorn aro No executed. In the event a a g y and all claims of any kind ,,,y joj of or -eraitng to any arty Payment due DEA udder the terms of claims caused by or contributF' ' • 1fiis Agreement is delinquent. DEA may suspend ail sepAces until all information provided by CLIEN- pa rrmit delinquencies have been remedied, 10. CONSTRUCT11ON INDEMNIFICATION-, (1' 2. TIMES OF PAYMENTS: Any stated retainer amount shall apply to the the contractbris)for the Project to ^ fees due under this Agreement at completion of the services provided and Indemnify DEA,its officers,age. _ by DEA, DEA will periodloally submit Invokes on or about the tenth. + all claims of any kind arising out of or relating to c day of the month for the unbilled portion of SeMoes actually also to require contractor to name DEA, Its of r.ena, 49j,,Completed CLIENT agrees to pay the invoiced amounts within 10 employees,on all of oontraoWs liability Insurance days of receipt of invoice. Any payment that is not received by DEA within said 10 days shall be considered delinquent, and the amounts 11. ATTORNEY'S FEES, EXPENSES AND COSTS due DEA Shall include a charge at the rate of 1.5%per month(or the Agreement Should be referred to an attorney at taw o1 maximum rate allowed by law If less) for each month Shoe the Collection, CLIENT agrees to pay such reasonable ai services were performed agent's fees as DEA may Incur to any attorney or ag. 3 REUSE OF DOCUMENTS: All dOCumertls Iridial drawl collection hereof or part hereof even if no suit a ng drawings and Instituted herel- speelficatlons prepared or furnished by DEA(and OEAre independent professional associates and consultants)pursuant to this Agreement 12. TERMINATIOt. , are instruments of service in respect of the Project and DEA Shall time upon seven (7) days ! retain an ownership and property interest therein whether or not the event, DEA w1l be oompensatoo for Services performer Project is completed. CLIENT may make end retain "as for Agreement to the data of termination together with all information and reference in connection With the use and occupancy out of such termination. of the Project by CLIENT and others; however,such documents are ' not intended or represented to be suitable for reuse by CLIENT or 13. LIMITATION OF LIABILITY; CLIENT agrees that to the fol' others on extensions of the Project or on any other project Any reuse permftted by law, DEA's total liability to 01.I11INT for without written verification or adaptation by DEA for the specific injuries,claims,losses,expenses or dar purpose intended will be at CLI-NT's sole risk and without Aablllty or of or In any way related to the project legal exposure to DEA, or to OF-A's Independent professional cause or causes Including but not limited to GCA s I iegl, once, associates or consultants and CLIENT shall Indemnify and hold omisslons, strict liability, breach of contract or breach of w harmless DEA ar?d DEAs Independent prollaSslonal associates and shall not exceed the total compensation received by DFA unn cornu tants frorn ail claim, damages, losses and expenses including Agreement, atturrheyS fees Wising jut of or resulting therefrom. Any such verl`loation or adaptation 'will entitI6 DEA to further compensation at 14. SUCCESSOR INTERESTS. Thin covenanto, rates to be agreed upon by CLIENT and DEA. of this Agreement Shall extend to and be binding upon and inr the benefit of the heirs, personal repressntativps Find asslons of tr 4, OPINIONS OF CQSI ,: Any opiniorLs or estimates of probable parties hereto o wWructiof costs or of cth@r costs for the Project provided by DEA will be on a oasis of experience and Judgement, but since it has no is, NO THIRD-PARTY BENEFICIARIES: contrc over ma*e` ;onditions. o• bidding procedures, DEA cannot rights or benefits to anyone other than C. warM. M that bids o' ultimate construebon costs or other costs for the third-party beneficiaries. Project w1li no+,vary from these opinions or estimates. 16. ASSIGNMENT: Neither DEA nor CLIENT shall assig CONSTRUCTION AND SAFETY. DEA shall not be responsible for Agreement. DEA may, however, employ any other party or e the means methods, tecttniqu,&s sequences or procedures of deems necessary or proper for any part of the work req,. constructnn seiected by centract7ies or for the safety precautions and performed by DEA under the terms Of this Agreement programs incident to the"0.of cunt-actors and others 17 SEVERAB;LITY AND SURVIVAL, It any of the prvvisic- o STANDARD OF PERFORMANCE: The standard of Care applicable in this Agreement are held for any reason to be im to DEA's sen+ices wit! be Lha degree of skill and diligence norrnally unenforceable In any respect, such ;n - employc"i by other; e i;rr nq 'ho same type, of services `or the unentorceabllity will not affect any othc. locatlor of the Pro;eCt at the ti-e services are performed. DEA Agreement will be construed as If su: . makes no othe,war,wity expressed or Implied unenforceable provfslon had never been contalned hereli, _d PROMPT NOI ICE C1 ENT will give prompt written notloe to DEA 18 ENTIRE AGREEMENT, This Agreement oonstitui.e whenever C TENT observes or becomes aware of any development agreement between CLIENT and DEA and supersedes an 000, that affFh is rho c Jnr or I r-ng o' thr Scope of Services, or of any contemporaneous oral or written representations of ag,- defect in the wont of DEA Thfs Agreement sha" :r by both parties am s a.pvEp'S_r.+ENT ; PERM 'S,ACCESS AND CONSENTS. Unless otherwise agreed to in the Scope of Services, CLIENT will obtain, 19. JURISDICTION; Governing Law. In the event a a-arge, furor se, or pay for advertisements for bids, permits and order this contract, both parties agree, that Wo_ _. ... rjtj�.,Po ny 9,werr!rrelital atItf;oH'Ips, e,_7, ,i 443si;mi'Its, !ytit6 ) ,011 tl lQ rl dlifrl�NiBttp^p!th.g fUnTifr f �1•Way .±•.'.'7 v,l yUrli unci -on6en;ti tv,171 Pikgwt r r,.n:Uv ti ,rr F'N098.47Q Revision 1 1 Llltnt 1111111. - . _ . _. •_ , a r it t 1 LI.I. l J I ', ":. ,i - - 'C t)(14 T :ITACW%I tiT °'A" ['alt .3'tiJ!l;?►i'ENSE BASIS OF ttlANIBURSEME1ti 1 RO1'-YELM RAILROAD.&N A LYSIS I. SCOPE OF WORK: 4 The City of Yelm intends to support development of an industrial site within the city. The site is adjacent to thr Burlington Northern Santa Fe Railway(EN'SF). As part of the planning process for development of the site,the City requires information about the status of the railroad. DEA will perform the following services related to determining.the phystca► condition of the railroad, A. Track and Structure Inspection • Perform a limited inspection of the line to deterrrtine the�,:ncral phys,cai ,ondition of tlt_ iracl and structures. Obtain available inspection reports from the railroad- Pamcular attention will he given to the Nisqually River bridge. • Determine any weight and clearance restrictions on the line from existing documentation of the BNTSF, • Prepare a summary report of the findings and submit it to the City of Yclrr, B. Shortline Q • Operations Information • Obtain available information from BNSF regarding customer list, frequency of service, and number of carloads handled on the line from Lakeview to Roy. • Prepare projected annualized maintenance costs for track and structures from Lakeview to Yelm • Prepare the projected costs of repairs to track and strticturr, , fr,,r,, Roy to Yelm,required to rrstore scr�ic:f • Prepared list of lcr.:al shortline operators. • f' �r ,run:u} rep-q Jthe findings and.uUru( to !hr i';t) r�; `r U. FEES CUEN T agrees to pay DEA an amount for the tirrw of all personnel engaged directly under this Agreement based on DEA's Rates for Personnel plus an amount for incurred expenses based on DEA's Rates for Expenses , The fees quoted herein shall remain in effect for a period of 30 days from the proposal date. Any contract work remaining uncompleted through no ftnit of IAEA after 180 days from contract date will be subject to increased fees The quoted lee, an&or rtoe,do riotapply to situations re uirrrr sPe-iai training and ratings for entering h&ardous or suspected hazardous sites. DE,, will provide rates for these situations upon request and provision of spec ifrc site information. A. Tract:and structures inspecrion _. 54,500.00 B Shortlme operations info n,ativn V.500.00 Total kstii"ted h'c�.................................... .......... . $7,000.00 A. RATES FOR PERSONNEL '11tr RAnvc of R;Ac.,for Persowwl used as ti basis too OA)tru-ut al. .I .:•i torth tkliw Principal of Firm Sl 10(til per hr Registered Professionals. Projezt Manager . ..... .......................- ..- .. $ `" per to Engineer...... ......... . _.5 i per hr. }hrjc f luhpiot C ADD I r, per hr. ('FB lis,. PRr w�u'r PaEc 1_,of 4-. Client Initial____ a JEFFREY K.MORELAND Burlington Nor______Santa Fe BNSF Senior Vice President Corporation Law and Cbief of Staff PO Box 961052 Fort Worth TX 76161-0052 2650 Lou Menk Drive 2nd Floor Fort Worth TX 76161-2830 817-352-1350 817-352-7111 Fax March 16, 1998 Representative Sandra Romero 415 Legislative Building P.O. Box 40600 Olympia, WA 90504-0600 Dear Representative Romero: Thank you for your recent letter regarding Burlington Northern Santa Fe's line between Roy and Yelm, Washington. We certainly understand and appreciate your interest in this matter. We are currently examining previous commitments made concerning that line to determine what avenues are legally, financially and administratively feasible. In addition, we are working with the Washington Department of Transportation to determine whether it is able to facilitate a local rail service project. Although no determinations have been made yet, I wanted to respond to your letter and advise you that we are giving the community's proposals for acquisition of the line serious consideration. Sincerely, -7& JRM/kf �j t yyy }uu Yy7 �! r .fie,- e�,k .$- � L� ,�� F Y4'J�t.� �1 - Y�, •'y t ,so I n ' t• x o f t' 71 - .y t l:, - ' "ra y,�lJt •�,vy-.�..xtr. T d � S• ; rpt #�, {, .�'' -' " �,f�. K - rI' 4S RY..�,�� xi n ++`v +x�• '�1t �� }tle8�t x s t,: SAO s z AIn a OR Ai 00 wha NPA tiY 8{ryi SAA. ,,,� � �5 •'gel, � •� +y+a �"� �' � �;, i - h '. �' Kr ti M� 41AY'GG ��'.Y ,7+... D• �, 'r+6 lt. �. 'v.�. • ft t I y_.,,,may ; F; f.,; � •..�1 f -_. tA.- �}t'. 'F} � fir; s �tT� f tiY �. 7 �>>�, 4 fib, :."l��' y �•Y, y Y s �' _ F _ 1": 'S > my lot Toy 11 as . K F E H\ Y } } v JEFFREY R MORELAND Burlington Northern Santa Fe BNSF Senior Vice President Corporation Law and Chief of Staff PO Box 961052 FortWorth TX 76161-0052 2650 Lou Menk Drive 2nd Floor Fon Worth TX 76161-2830 817-352-1350 817-352-7111 Fax March 16, 1998 Mayor Kathryn Wolf City of Yelm 105 Yelm Ave. West P.O. Box 479 Yelm, WA 98579 Dear Mayor Wolf. Thank you for your recent letter regarding Burlington Northern Santa Fe's line between Roy and Yelm, Washington. We certainly understand and appreciate your interest in this matter. We are currently examining previous commitments made concerning that line to determine what avenues are 1Sally, financially and administratively feasible. In addition,we are working with the Washington Department of Transportation to determine whether it is able to facilitate a local rail service project. Although no determinations have been made yet, I wanted to respond to your letter and advise you that we are giving the community's proposals for acquisition of the line serious consideration. Sincerely, /111 JRM/kf Washington State Transportation Building Department of Transportation P.O. Box 47300 Sid Morrison Olympia,WA 98504-7300 Secretary of Transportation March 12, 1998 The Honorable Adam Smith U.S. Congressman 1505 Longworth Bldg Washington DC 20515-0001 Dear Congressman Smith: Thank you for your recent letter requesting the Washington State Department of Transportation's (WSDOT) assistance in preserving the Roy to Yelm rail line. WSDOT is currently working with the city of Yelm to preserve this vital transportation link. In June 1996, the Burlington Northern Santa Fe Railway (BNSF) placed the Roy to Yelm line in a "Category 1" status on its BNSF Railway 1996 Amended Syste Diagram Map report that is submitted annually to the federal Surface Transportation Board. A rail line in a "Category 1" status means that the railroad anticipates the line will be the subject of an abandonment or discontinuance application within the 3-year period following the date upon the diagram map. Consequently, the line could be abandoned by the BNSF Railway in the near future. WSDOT is concerned about Washington State's diminishing rail system. Washington State has lost 1,918 miles or 38 percent of its rail system to abandonment since 1970. Of the remaining 3,090 miles of rail lines left in the state, approximately 1,642 miles are the light density lines that are most vulnerable to abandonment. The Roy to Yelm line is typical of these endangered rail lines in our state. The continuing loss of Washington State's rail system has increased highway maintenance costs and highway congestion as historical rail business is diverted to more big trucks on our highways. In addition, we lose valuable urban transportation corridors that could be used for future transportation systems such as light rail. As Roy and Yelm become more urbanized, preserving this corridor now is important for providing future mobility options. ay Wilk • stf }j ';k };A'K„ 'fpr xy �•t a• Y x � ]n•� v=j' ,�.e rti�r� r f+�'¢ i, :.� " ,� .fir 1� AY 4 r � � �. •n ppp ' - .� i A` � Y 1• sib Y. s` '4 k •�, �+` •w` �. t�•�' a ,. yyh Ap > i I ' k AZ� 4f" `• a .._.: :. �a, .. � x. ,,; r The Honorable Adam Smith March 12, 1998 Page 2 WSDOT used to receive some financial assistance from the federal government to preserve these threatened light density rail lines. The source of this funding was the Local Rail Freight Assistance (LRFA) Program and it was administered by the Federal Railroad Administration. From 1980 to 1995, this program provided $8.76 million to Washington State for rail line preservation. However, the LRFA program has not received appropriations in the last three years and future appropriations appear unlikely. It is hoped that with ISTEA reauthorization a new source of federal funding can be secured to preserve essential rail service in our state. U.S. Congressmen Spencer Bachus and Bob Clement have introduced an amendment to ISTEA reauthorization that will authorize grants of$25 million per year for light density rail line preservation projects throughout the country. If the Bachus/Clement amendment passes, the chances for saving endangered rail freight lines in Washington State will improve considerably. Consequently, to improve the chances of preserving the Roy to Yelm rail line, please support the Bachus/Clement amendment to make rail line preservation projects eligible for ISTEA funding. At a time when our highways are becoming increasingly congested, it would indeed be short-sighted to lose more of our efficient freight rail system to abandonment. WSDOT will do what it can to work with the city of Yelm to preserve this rail line, but to be effective, we need a source of federal funds to replace the lost LRFA funds. Thank you for your consideration of this request. Sincerely, PJTMES�IHS L A K E Director Public Transportation and Rail Division JHS:tro RKA cc: Ken Garmann,Yelm Public Works Director Sid Morrison Rick Daniels V State of STATE REPRESENTATIVE Washington FINANCIAL INSTITUTIONS&INSURANCE 22nd DISTRICT House of RANKING MINORITY MEMBER CATHY WOLFE Representatives CHILDREN&FAMILY SERVICES GOVERNMENT OPERATIONS STATf • y s � _ 1889��Y ^ ,r \ , rI ►�S February 25, 1998 d) MALI S - Mr. Jerry Johnson,Assistant VP Asset Rationalization Mr. Mike Bahr,Director Asset Rationalization Burlington Northern/Santa Fe Railroad 2650 Lou Menk Drive P.O. Box 961052 Fort Worth, Texas 76161-0052 Dear Mr. Johnson and Mr. Bahr: I am writing in support of the City of Yehn's request that Burlington Northern/Santa Fe Railroad not discontinue the Roy to Yelm shortline. As you know,this 4.51 mile segment of rail is the only remaining link of a line that once connected Roy, Yelm, Rainier and Tenino to the north/south mainline network. This Yelm to Roy segment links up to mainline networks near Tacoma, Washington. Yelm's Comprehensive Transportation Plan has identified rail transportation as a key component to the promotion of multi-modal freight traffic. As a member of a state legislature that is continually struggling to find ways to reduce traffic congestion on our highways,I am certainly in favor of maintaining a system which is already in place that will help do just that. The continuance of the line is also vital to the economic growth and development that comes along with rail service to larger markets. This is especially important in this rural area that is not easily accessible to Washington's main north/south interstate highway, I-5. I ask that you give very serious consideration to Yelm's proposal. If I can be of any assistance in providing you with additional information,please do not hesitate to contact me. Sincerely, cof CATHY WOLFE State Representative 22nd District LEGISLATIVE OFFICE: 320 JOHN L.O'BRIEN BUILDING,PO BOX 40600,OLYMPIA,WA 98504-0600 • (360)786-7992 HOTLINE DURING SESSION: 1-800562.6000 • TDD: 1-800635-9993 PRINTED On RECYCLED PAPER Q 18 AGENDA Yelm Rail Spur Meeting Tuesday, March 3, 1998 .,--5--30 - 5:40 Welcome & Introductions - Joe Williams 15:40 - 5:45 Brief recap of previous meetings - Joe Williams 5:45 - 6,20 Round table discussion 6:20 - 6-25 Summation & future direction - Joe Williams 6:25 - 6:30 Set next meeting date & adjourn aa, ��1-..f r7 P� ��f �'a v �Sf ✓1 OV �/rJ./T 'T� �'�" tT 2'�L T ADAM SMITH 1505 LONGWORTH BUILDING 9TH DISTRICT,WASHINGTON WASHINGTON,DC 20515 (202)225-8901 COMMITTEE ON NATIONAL SECURITY DISTRICT OFFICE: MILITARY PROCUREMENT Congregg of the 11niteb *tateg 3600 PORT OF TACOMA ROAD E.,SUITE 308 TACOMA,WA 98424 MILITARY INSTALLATIONS AND FACILITIES MERCHANT MARINE PANEL 12531926683woof of Repm5entatibo TOLL FREE1-888-SMITH09 COMMITTEE ON RESOURCES e-mail:adam.smith@mail.house.gov SUBCOMMITTEE: Wag bington, ;DC 20515-4709 WATER AND POWER February 27, 1998 James Slakey Director of Public Transportation Rail Division PO Box 4387 Olympia, WA 98504-7387 Dear Mr. Slakey, I am writing this letter in support of the efforts of the City of Yelm, Washington, to preserve the 4.51 mile Roy to Yelm Short-line. The City of Yelm has worked for a number of years to improve its infrastructure to make it more attractive to business and light industry, and this spur is critical to this redevelopment. The City has been working to promote their city as a prune location for multi-modal freight traffic, and the City's Comprehensive Transportation Plan has identified this spur as the key piece in that plan. Additionally, the line serves as an important regional link between this predominantly rural community and the larger markets which are not easily accessible by highway or flight. Thank you for your consideration of this important rail link. S' el Adam Smith Member of Congress as/hpc cc. Ken Garmann, Public Works Director, City of Yelm PRINTED ON RECYCLED PAPER ADAM SMITH 1505 LONGWORTH BUILDING 9TH DISTRICT,WASHINGTON WASHINGTON,DC 20515 (202)225-8901 COMMITTEE ON NATIONAL SECURITY DISTRICT OFFICE: MILITARY PROCUREMENT Congrr55 of the Otriteb Abtato 3600 PORT OF TACOMA ROAD E.,SUITE 308 TACOMA,WA 98424 MILITARY INSTALLATIONS AND FACILITIES MERCHANT MARINE PANEL i4ouge of Repregentatibeg TOLL FREE REE 1-( 6-8683 888-SMITH09 COMMITTEE ON RESOURCES {x + e-mail:adam.smith@amail.house.gov �1�R SUBCOMMITTEE: x6bington, W 20515-4709 WATER AND POWER February 27, 1998 Robert Krebs President/CEO Burlington Northern/Santa Fe Railroad 2650 Lou Menk Dr. Ft. Worth, TX 76131 Dear Mr. Krebs, I am writing this letter in support of the efforts of the City of Yelm, Washington, to preserve the 4.51 mile Roy to Yelm Short-line. The City of Yelm has worked for a number of years to improve its infrastructure to make it more attractive to business and light industry, and this spur is critical to this redevelopment. The City has been working to promote their city as a prime location for multi-modal freight traffic, and the City's Comprehensive Transportation Plan has identified this spur as the key piece in that plan. Additionally, the line serves as an important regional link between this predominantly rural community and the larger markets which are not easily accessible by highway or flight. Thank you for your consideration of this important rail link. Adam elSmith Member of Congress as/hpc cc. Ken Garmann, Public Works Director, City of Yelm PRINTED ON RECYCLED PAPER ADAM SMITH 1505 LONGWORTH BUILDING 9TH DISTRICT,WASHINGTON WASHINGTON,DC 20515 (202)225-8901 COMMITTEE ON NATIONAL SECURITY DISTRICT OFFICE: MILITARY PROCUREMENT Congregg o f th a Oniteb *tateg 3600 PORT OF TACOMA ROAD E.,SUITE 308 MILITARY INSTALLATIONS AND FACILITIES TACOMA,WA 98424 MERCHANT MARINE PANEL -6683 wouge of Rrpregentatibez 1REE 1-88-S TOLL FREE 1-888-SMITH09 COMMITTEE ON RESOURCES e-mail:adam.smith@mail.house.gov SUBCOMMITTEE: Wnbington, ;D1f 20515-4709 WATER AND POWER February 27, 1998 Surface Transportation Board U.S. Department of Transportation 1925 K St. NW Washington, D.C. 20423 To whom this may regard, I am writing this letter in support of the efforts of the City of Yelm, Washington, to preserve the 4.51 mile Roy to Yelm Short-fine. The City of Yelm has worked for a number of years to improve its infrastructure to make it more attractive to business and fight industry, and this spur is critical to this redevelopment. The City has been working to promote their city as a prime location for multi-modal freight traffic, and the City's Comprehensive Transportation Plan has identified this spur as the key piece in that plan. Additionally, the line serves as an important regional link between this predominantly rural community and the larger markets which are not easily accessible by highway or flight. Thank you for your consideration of this important rail link. S rel , Adam Smith Member of Congress as/hpc cc. Ken Garmann, Public Works Director, City of Yelm PRINTED ON RECYCLED PAPER I February 24, 1998 Jerry Johnson, Assistant VP, Asset Rationalization Mike Bahr, Director, Asset Rationalization Burlington Northern Santa Fe Railroad PO Box 961052 Fort Worth, TX 76161-0052 Dear Messrs. Johnson and Bahr: This letter is in support of the City of Yelm Washington's request to preserve the 4.51 mile Roy to Yelm Short-Line. The City of Yelm's Comprehensive Transportation Plan has identified rail transportation as a key component to the promotion of multi-modal freight traffic. The City, in conjunction with local businesses, also sees this segment of rail as critical to our future economic growth and development. Additionally, this line serves as an important regional link to larger markets which are not easily accessible due to the City's detachment from the Interstate 5 corridor (the state's major north/south interstate highway). Thank you for your consideration of this request. Sincerely, Sandra Romero Representative 22nd District cc: Ken Garmann, Public Works Director, City of Yelm 1 ,. �+ 5 Washington State Senate �, { PO Box 40482 Senator Karen Fraser (360)786-7642 Olympia,WA 98504-0482 22nd Legislative District FAX: (360)786-7450 February 23, 1998 The Honorable Kathy Wolf Mayor City of Yelm P.O. Box 479 Yelm, WA. 98597 Dear Kathy: Thank you for giving me the opportunity to get my oar into the City's campaign to preserve the Roy to Yelm Short line. I have enclosed, for your file, copies of my letters of endorsement to Jerry Johnson and Mike Bahr of Burlington Northern Santa Fe Railroad. My best wishes for the success of this endeavor. Sinz,u,_ KAREN FRASER State Senator 22°d District Committees: Agriculture&Environment • Commerce&Labor • Ways&Means, Ranking Democrat-Capital Budget Joint Committee on Pension Policy • Joint Administrative Rules Review Committee Recycled ®owe 1 e . 10 o� a. X % F` iga .. .� Cev +3 - Washington State Senate po BOAC 40482 Senator Karen Fraser ,%0) -86--042 olvmpia.WA 98';0+-0482 22nd Legislative District FAX. (3()u) -8h--,;u February 23, 1998 Jerry Johnson Assistant VP, Asset Rationalization Burlington Northen Santa Fe Railroad P.O. Box 961052 Fort Worth, TX. 76161-0052 Dear Mr. Johnson: The State of Washington has made a heavy commitment to and investment in growth management. Transportation is not the least among the beneficiaries. In that context, this letter is in support of the City of Yelm's request to preserve the Roy to Yelm Short-line. The City of Yelm's Comprehensive Transportation Plan, required by the state Growth Management Act, has identified rail transportation as a key component to the planning for multi- modal freight traffic. City officials and the local business community see this 4.5-mile segment of rail line as critical to the city's future economic growth and development. Relevant to this request is the fact that Yelm does not have direct access to Interstate 5, the major north-west highway in the Northwest region. Therefore, the Roy to Yelm Short Line serves as a vital link to the larger markets of this region. I support Yelm's decision to include the Short Line in its comprehensive transportation plan and I request that you consider preserving the rail link as essential to the plan. Thank you for your attention to this local planning. Sincerely, KAREN FRASER State Senator 22nd District cc: Mayor Kathy Wolf Committees: Agriculture& Environment • Commerce 8, Labor • Ways& Means. Ranking Democrat-Capital Budget Joint Conunittee on Pension Policy • Joint Administrative Rules Review Committee ORec_mled die r: Washington State Senate PO Box-40-*82 Senator Karen Fraser (360)786-7042 nlvtnpiaWA 98iO4-0-+82 2)nd Legislative District FAX: (360)-86-7-tiO February 23, 1998 Mike Bahr Director, Asset Rationalization Burlington Northen Santa Fe Railroad P.O. Box 961052 Fort Worth, TX. 76161-0052 Dear Mr. Bahr: The State of Washington has made a heavy commitment to and investment in growth management. Transportation is not the least among the beneficiaries. In that context, this letter is in support of the City of Yelm's request to preserve the Roy to Yelm Short-line. The City of Yelm's Comprehensive Transportation Plan, required by the state Growth Management Act, has identified rail transportation as a key component to the planning for multi- modal freight traffic. City officials and the local business community see this 4.5-mile segment of rail line as critical to the city's future economic growth and development. Relevant to this request is the fact that Yelm does not have direct access to Interstate 5, the major north-west highway in the Northwest region. Therefore, the Roy to Yelm Short Line serves as a vital link to the larger markets of this region. I support Yelm's decision to include the Short Line in its comprehensive transportation plan and I request that you consider preserving the rail link as essential to the plan. Thank you for your attention to this local planning. Sincerely, KAREN FRASER State Senator 22nd District cc: Mayor Kathy Wolf Committees: Agriculture L� Environment • Conuuerce & Labor • Ways&Means, Ranking Democrat-Capital Budget Joint Committee on Pension Policy • Joint.administrative Rules Review Committee Rec.i0 d srniie r City of Roy PO Box 700 Roy, WA 98580 (253) 843-1113 Open 8:30 am-5:00 pm—Mon.-Fri. February 13, 1998 Mr. Jerry Johnson, Assistant VP Asset Rationalization Burlington Northern Santa Fe Railroad 2650 Lou Menk Drive PO Box 961052 Ft. Worth, TX 76161-0052 RE: BNSF Railroad Roy to Yelm Short Line Dear Mr. Johnson, Recently, the local press has reported that the BNSF was in the process of negotiating the sale and/or salvage of the Roy to Yelm BNSF Short Line. Our latest information suggests that this process stalled and that the sale of this rail line fell through. The reports claim that this line would be sold, salvaged and converted to extend the trail system between Yelm and Tenino. Although the City realizes the importance of the "Rails to Trails" Programs throughout our country and approves of expanded recreational opportunities for our communities, we must register our support to maintain this line and keep this portion of the rail line active. In accordance with the mandated State of Washington Growth Management Act, all Cities and Towns are required to complete and implement a comprehensive growth plan, to include a transportation element. Both the Cities of Yelm and Roy have included the BNSF Short Line as an important component to the promotion of multi-modal freight traffic. The City of Roy has also publicly supported the possible future use of this line for light commuter rail. Tne suture of growth and the prospects for industrial and commercial development along the Roy to Yelm short Line is promising, and there are established businesses that have depended on the availability of this line in their siting process. Wilcox Farms, Inc. of Roy utilizes the North End of this spur for regular commodity delivery, while Miles Sand & Gravel (Roy Pit) is dissected by this line and has the prime location to haul product out by rail. The City of Yelm has completed it's comprehensive plan and zoning regulations with the intent of encouraging light industrial and manufacturing to be located near the rail service owned by BNSF. Taking this into account, as well as the statewide desire to develop industrial and manufacturing near rail service to alleviate the transportation burden on our nations highways, the City of Roy would r ' like to express it's position supporting the continued use of the Roy to Yelm Short Line. Thank you for your consideration in this matter, Sincerely, Joel A. Derefield Mayor, City of Roy Cc: Mr. Mike Bahr, Director, Asset Rationalization United States Department of Transportation Roy Chamber of Commerce Wolf, City of Yelm Olympia Office Washington State Senate 412-B Legislative Building Residence YO Box 40482 33419 Niountain Hwy E Olvmpia, WA 98504-0482 Senator MarflY n Rasmussen Eatonville, WA 98328 (360)786--602 (253)847-3276 Toll Free: 1-800-562-6000 2nci Legislative District e-mail: rasmusse_ma@leg.wa.gov February 11, 1998 J MR. JERRY JOHNSON, ASSISTANT V.P. ASS MR. MIKE BAHR, DIRECTOR ASSET RATIONi J BURLINGTON NORTHERN SANTA FE RAILRC PO BOX 961052 FORT WORTH TX 76161-0052 RE: ROYNELM BURLINGTON NORTHERN SAiv i A FE SHORTLINE Gentlemen: I am writing to urge your continuance and preservation of the 4.51 mile Roy to Yelm, Washington shortline. This portion of my legislative district is an area with a growing residential population, and a developing commercial and industrial base. Development of better ways to handle increasing traffic, freight and community growth has been addressed by the City of Yelm in their Comprehensive Transportation Plan. This rail connection is critical to their economic future. Please consider c ontinuino thio, nortion of the rail zv0Pm Sincerely, MA� RASMUSSEN State Senator 2"d Legislative District Committees: \'F1CL14ure& Environment. Ranking Democrat Member • Education • Transportation Recycled O.01W is , , , * , -, , , � �, ," ,� . , .. ".� ,�_4,-,A,,r I-4 4''' �",�;,n -1 I"�_I""I - - t a . -7 f7 , ,�^ i t � 'or�,� a r ! �.� xt z t,� ta'� �azx° { "' '..; - V �I I. rte''' ` , , .. 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W,i, �. £ - , r " ."� �` s - .. is '" . 4`3 3 • } - a,"'4" s_I1, JY ," �,+.3M - r °3 -. .w �F` a zY �' . 3 r .'41r,� A.. yam,,`yG # - `- a t_ " :�` -. ..' ,�„ ,,.S. .v3. :.s°r.fir.., r � L . ., ,n, -r.� r , _:. x�. r .; ".. y '...o.-ee�t. . _.. %'' February 18, 1998 Mr. Ken Garmann Public Works Director City of Yelm P.O. Box 478 Yelm, WA 98597 Dear Ken: As promised, enclosed is the report showing the number of cars per month and per year received at our Feedmill in Roy. Sincerely, Barrie Wilcox WILCOX FARMS, INC. 40400 Harts Lake Valley Rd. S., Roy, WA 98580 (206) 458-7774 FAX (206) 458-6950 RAILROAD CARS RECEIVED AT WILCOX FARMS FEEDMILL 1994 1995 1996 1997 JANUARY 35 48 41 20 FEBRUARY 47 44 40 31 MARCH 45 51 48 42 APRIL 60 42 45 34 MAY 42 51 39 43 JUNE 64 52 37 49 JULY 42 40 41 54 AUGUST 48 50 41 52 SEPTEMBER 44 47 23 38 OCTOBER 39 37 33 32 NOVEMBER 47 56 35 52 DECEMBER 61 35 42 48 TOTAL 574 553 465 495 -705— -2cla Washington State Public Transportation and Rail Conference February 13, 1998 Dear Conference Participant: The Washington State Public Transportation and Rail Conference planning committee is underway designing the conference program. This`—` year, ti le Tacoma Sheraton Convention Center won the site selection for August 25-27, 1998. I But I need your help! As a customer of the conference, please take a look at the enclosed Call For Workshops and Presenters sheets. The conference committee is committed to providing a high quality program. Please review the sheets and send me back your comments regarding the workshop needs you have. If you are interested in coordinating a workshop, please indicate on the form. Thank you for taking the time to review this material. The conference can only be as good as you make it! Respe tfully, ee Nu a r Conference Project Manager WSDOT Pa Box 47387 9lympia, WA 98504-7387 (360) 705-7939 x ,d f w - ,�,'l � 3 11 � L+ 1-11-i:k'°f' S'4s,Wt! ' a d 5, t °''s• _ .a aY Y' �.r�!'.itSi- t:. 11 i. +' ' K _ $ k Tj .>�t r _4 u-; �' s i t -. r ,` it :. \ ro x.r a t. &._': = ,?f tw Ate ' rsr:° - W``S e �. F •L f. �� F f -S {i� 11 v 4 s. .. -Ys. ♦t - .< -s P 'i ',a Yy C _ [_ I "I4 .F, ,t'. Y , - A - f1 ." c 5' - i SO. '' ,� .' 1. : i .i i . 11 k. '• .s ,ter, �r( 1 r1 ,, \•z�� R .: { .9'.� �.+s»�S. t l YY, .,.x t� h,. `Sic" ^� .`'... fs y q'kprti. ', "`,- h 4'ft; i t>�-�, 11, V �,z - r Y k :a# 4 j- ;�g19 S t. 1. � � r 3 '� `"f j .. 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Y 1 Y `� °': "Y is .I I I I . �. , v.1 # - Y m �- Q f k a "air 1. 1. - {�.c' c1., sy i Y 3 d, "?� } '2. `T� - . - .._. .=1.2 _..�s r..,..,..._, _. ._ Call For • • • and Presenters pv/ 1998 Washington State Public Transportation & Washington StateRail Conference Public Transportation "Building Blocks—The Next Level" and Rail Conference August 25-27, 1998 Sheraton Tacoma Hotel Share your expertise, network, and enhance your professional growth by making a proposal for a workshop. The Washington State Public Transportation and Rail Division invites you to be part of the 1998 Public Transportation and Rail Conference. This conference brings together professionals involved with the public transportation and rail industry. Proposals should emphasize areas of interest to the participants and offer an educational experience of some magnitude. Each presenter must develop a program which provides insight and information to his/her audience, and one which also draws on his/her experience. WORKSHOP INFORMATION This 3-day conference will encompass approximately a 49-workshop schedule, running 7 workshops concurrently for 1.5 hours each and various combinations thereof. Develop your proposals based on the following types of workshops: ♦ Training Sessions ♦ Technical Presentations ♦ Educational Sessions ♦ Expert Panelists ♦ Program Updates ♦ Personal Development <Continued On Back> via,StW-Depaftnoft of We are looking for workshops that may include the following example subject areas: Public Maintenance Process Planning Legallssues Operations Transportation I I Improvement Rail Rural transit Legislative Marketing/Pr Continuing Human Issues omotion Education Resource Issues If you have ideas on other subject areas, please include them in your proposal. How To SUBMIT YOURPROPOSAL The submission deadline to submit your proposal is Friday, March 13, 1998. Please submit a completed application which fully describes your proposed presentation. You may use additional paper as needed. Choose one of several methods of submission: mail: PO Box 47387, Olympia, WA 98504-7387 fax: (360) 705-6821 e-mail: nubgaar@wsdot.wa.gov (in MS-Word Format preferably) Questions? Call Renee Nubgaard, Conference Project Manager, (360) 705-7939, Evaluation Proposals will be evaluated on: 0 Overall quality 0 Clarity of presentation goals 0 Transportation focused workshop 0 Timeliness of topic ..k� �I/ wont Departnumt ofTransportation W°shlnytonSt°te Washington State Public Transportation and Rail p°""51'u°t=° : Conference Call For Workshops and Presenters Form and Rall Contervnca INSTRUCTIONS Please fill out this form completely. Selection will be based on the information provided. If you have any questions, please call Renee Nubgaard at (360) 705-7939. Company Name: Address: City: State: Zip: Contact Person: Phone: Fax: E-mail Address: Proposed Workshop Title: Please tell us the purpose of your workshop, speakers you would invite, the type of workshop (ex. training, technical presentation, etc.), and describe, in detail, the workshop description. Workshop Description: Expected Audience Benefits: Other Comments: Due by Friday, March 13, 1998. Mail proposal to Renee Nubgaard, WSDOT Rail Office, PO Box 47387, Olympia, WA 98504-7387 or fax to (360) 705-6821. For more information, please call (360) 705-7939 ore-mail to nubgaar@wsdot.wa.gov. ... Washington State Deparhnent of har-pottat— Judy Wilson f District One Diane Oberquell 5. . District Two Dick Nichols District Three THURSTON COUNTY SINCE 1852 BOARD OF COUNTY COMMISSIONERS February 13, 1998 Mr. Mike Bahr, Director Asset Rationalization Burlington Norther Santa Fe Railroad 2650 Lou Menk Drive P.O. Box 961052 Fort Worth, TX 76161-0052 Dear Mr. Bahr: Government regulations require counties, cities and towns to identify, retain and incorporate the use of multi-modal transportation in their comprehensive plans. It is crucial to the ongoing planning efforts of jurisdictions to meet this mandate in the most cost-efficient and advantageous way possible. The City of Yelm has identified rail transport as a key component to multi-modal freight traffic to help reduce highway congestion. To meet the goals of Yelm's 1995 Transportation Comprehensive Plan, it is imperative that the Roy to Yelm Short Line remain functional. Over the years, the Yelm to Tenino segment has been abandoned to the "Rail to Trails" program, leaving only the Yelm to Roy segment to link with current mainline networks near the I-5 corridor. Retaining this 4.51 mile segment would enhance Yelm's economic growth and development and help to meet their transportation goals. We support Yelm's decision to include the Short Line in their transportation plan and ask you to consider preserving the rail link between Yelm and Roy. Sincerely, BOARD OF COUNTY COMMISSIONERS Thurston County, Washington Chairman CTM Commissioner j Building=1, Room 269, 2000 Lakeridge Drive SW, Olympia, Washington 98502-6045 (360) 786.5440 T.D.D. (360) 754-2933 Recycled Paper Judy Wilson District One Diane Oberquell District Two Dick Nichols District Three THURSTON COUNTY SINCE 1852 BOARD OF COUNTY COMMISSIONERS February 13, 1998 Mr. Jerry Johnson, Assistant VP Asset Rationalization Burlington Norther Santa Fe Railroad 2650 Lou Menk Drive P.O. Box 961052 Fort Worth, TX 76161-0052 Dear Mr. Johnson: Government regulations require counties, cities and towns to identify, retain and incorporate the use of multi-modal transportation in their comprehensive plans. It is crucial to the ongoing planning efforts of jurisdictions to meet this mandate in the most cost-efficient and advantageous way possible. The City of Yelm has identified rail transport as a key component to multi-modal freight traffic to help reduce highway congestion. To meet the goals of Yelm's 1995 Transportation Comprehensive Plan, it is imperative that the Roy to Yelm Short Line remain functional. Over the years, the Yelm to Tenino segment has been abandoned to the "Rail to Trails" program, leaving only the Yelm to Roy segment to link with current mainline networks near the I-5 corridor. Retaining this 4.51 mile segment would enhance Yelm's economic growth and development and help to meet their transportation goals. We support Yelm's decision to include the Short Line in their transportation plan and ask you to consider preserving the rail link between Yelm and Roy. Sincerely, BOARD OF COUNTY COMMISSIONERS Thursto�n-Qounty,�Washington, Chairman C 101' i ner _ Commissioner Building#1, Room 269, 2000 Lakeridge Drive SW, Olympia, Washington 98502-6045 (360) 786-5440 T.D.D. (360) 754-2933 Recycled Paper t.. #' w �. 'kms`.. •c-'�. \ b x ,� "' ,;� 4 14 - .stt•'y 1;,M1, 'a.. s �'T �"'" ,..3 '.�E' !� � s � ru, s F � � � C �tt` � . .� w•• .G M zrIN its TV 77 L _ ff �� Y �i4 : A.2� t � � T F $ �^�� F. a5� Y'i;a'�l�• 3t•T,:.. �'�4i srp �..� r ;;.` � k�� Wit* "qui ,�•� i t I", �.3, x1Ft � 'w � � -��m'�+. � � �� 3 Awbrh t vp. 40 txla. t' Qa'tA' t a� 'A� #r' A. .. ;.+. s oil r,• 'tti"tA."+a F'�+<` k. b'` Y'/c"'tw �'Riw:gS 61'` 'v' a �x ". t,:; r, yes S ell day! 1v �, v "'�1� aert., ju 'x' •%�T `{sx x•t �`� ` 1 # `i: b *o x7�.v• s; 3 �R��,Y�au �'� :. 5: i t x:.s, x ' •,.r k 4` e° ,dj` b --�^'� _ '* �� 33,, '1�i �n` '' ° - V ,yx -.. �,-j x .. a >• S. C € '..p .. !x '. .,. 4KWeh u Nn Aly Ar P 'T ' C � ! met ° 1 � rh W< ,YV, Yj W71- rf-Y f'. •• y� 'q ik $. t5`.'-: Y �:., 4.. 4s. 11 "ay' 'N •r y*R}Xt ,x-' f Mt' a:_'ir Wk woo, All Of LIM r yc �4' y8 ' 1- ' �ay" off MO Ar AN' t l,., f 9]1 FAR 1Ar�. .. ,. .��. .. .. �.ar�` •n'�.•..-®. �`,.e, .r a .� ..7#- ��.. � v. ..�v_. � sr.�ii;�`�^ ,. .,� .. r Ax...... ...��:8, ,a xxl Cit" , of ' A CIM 4 105 Yelm Avenue West P.O. Box 479 Yelm, Washington 98597 Y$LM 206-458-3244 February 9, 1998 Mr. Mike Bahr, Director Asset Rationalization Burlington Northern Santa Fe Railroad 2650 Lou Menk Drive P.O. Box 961052 Fort Worth, TX 76161-0052 RE: Burlington Northern Santa Fe Railroad Roy to Yelm Short-Line Dear Mr. Bahr: This letter is the City of Yelm's request to preserve the 4.51 mile Roy to Yelm Short-Line. The City of Yelm's Comprehensive Transportation Plan has identified rail transportation as a key component to the promotion of multi-modal freight traffic. The City in conjunction with local businesses also sees this segment of rail as critical to our future economic growth and development. Additionally, this line serves as an important regional link to larger markets which are not easily accessible due to the City's detachment from the I-5 corridor (the states major north/south interstate highway). Please consider this letter of request in making your decision regarding this matter. Sincerely, City of Yelm � ` _ 4 Kathryn Wolf, Mayor cc: Ken Garmann, Public Works Director City of Yelm nil/2998mw2 ((� Port of Olympia Commissioners Jeff Dickison Steven Pottle Bob Van Schoorl February 9, 1998 Surface Transportation Board U.S. Department of Transportation 1925 K Street NW Washington, D.C. 20423 Re: Roy to Yelm Short Line—Yelm, Washington Dear Board Members: The Port of Olympia's primary mission is to promote economic development throughout all of Thurston County. In this regard, we write to urge your careful attention to Burlington Northern/Santa Fe's current plans to discontinue use of the Roy to Yelm Short Line and to surplus this segment of rail. We hope the Surface Transportation Board will seriously consider this matter at the appropriate opportunity and takes steps to maintain this critical rail link to the Yelm community. The Yelm community has been working actively to promote economic development in that community. The Yelm Industrial Park has been designated for this purpose. Currently, the Roy to Yelm Short Line runs through the center of the industrial park. Because Yelm is located away from the I4 corridor, maintaining a rail link to the industrial park is critical to the future economic development in this area. We are aware that the City of Yelm has requested a right of first refusal to acquire this segment of rail line in the event Burlington Northern/Santa Fe continues with existing plans. While we hope Burlington Northern/Santa Fe will reconsider its plans and continue to maintain this vital rail link, we also hope that the company will honor the City's right to acquire this rail link should these plans not change. We are also confident that the Yelm Industrial Park will attract industrial operations needing rail service and that this will become a profitable business opportunity for Burlington Northern/Santa Fe and the Yelm Community. In this regard, we are urgeing Burlington Northern/Santa Fe to work with the City of Yelm and Yelm business leaders to allow this economic activity an opportunity to achieve results benefiting all parties. 915 Washington Street NE.Olympia.WA 98501-6931 Tel(360)586-6150 Fax(360)586-4653 inquiries@portolympia.com I Executive Director.Nick Handy Surface Transportation Board Page 2 February 9, 1998 The Port of Olympia stands ready to assist in these matters and we hope you will call upon us if we can be of assistance. Sincerel ,-, Nic dy Executive Director Cc: Kathy Wolf, Mayor Shelly Badger, City Administrator Joe Williams, Williams Broadcasting Company Gary Beck, Yelm Chamber of Commerce Dennis Mattson, Thurston County Economic Development Council Ray Allred, WSDOT-Rail Ken Garmann, Public Works Director (� Port of Olympia Commissioners Jeff Dickison Steven Pottle Bob Van Schoorl February 9, 1998 James Slakey Director of Public Transportation Rail Division P.O. Box 4387 Olympia, WA 98504-7387 Re: Roy to Yelm Short Line—Yelm, Washington Dear Mr. Slakey: The Port of Olympia's primary mission is to promote economic development throughout all of Thurston County. In this regard, we write to urge your careful attention to Burlington Northern/Santa Fe's current plans to discontinue use of the Roy to Yelm Short Line and to surplus this segment of rail. We hope the State of Washington will seriously consider this matter at the appropriate opportunity and takes steps to maintain this critical rail link to the Yelm community. The Yelm community has been working actively to promote economic development in that community. The Yelm Industrial Park has been designated for this purpose. Currently, the Roy to Yelm Short Line runs through the center of the industrial park. Because Yelm is located away from the I4 corridor, maintaining a rail link to the industrial park is critical to the future economic development in this area. We are aware that the City of Yelm has requested a right of first refusal to acquire this segment of rail line in the event Burlington Northern/Santa Fe continues with existing plans. While we hope Burlington Northern/Santa Fe will reconsider its plans and continue to maintain this vital rail link, we also hope that the company will honor the City's right to acquire this rail link should these plans not change. We are also confident that the Yelm Industrial Park will attract industrial operations needing rail service and that this will become a profitable business opportunity for Burlington Northern/Santa Fe and the Yelm Community. In this regard, we are urging BNSF to work with the City of Yelm and Yelm business leaders to allow this economic activity an opportunity to achieve results benefiting all parties. 915 Washington Street NE.Olympia.WA 98501-6931 Tel(360)586-61 SO Fax(360)586-4653 inquiries@portolympia.com I Executive Director,Nick Handy Mr. Slakey Page 2 February 9, 1998 The Port of Olympia stands ready to assist in these matters and we hope you will call upon us if we can be of assistance. *Sinc ,\ Executive Director Cc: Kathy Wolf, Mayor Shelly Badger, City Administrator Joe Williams, Williams Broadcasting Company Gary Beck, Yelm Chamber of Commerce Dennis Mattson, Thurston County Economic Development Council Ray Allred, WSDOT-Rail Ken Garmann, Public Works Director 1 ,w (� Port of Olympia Commissioners Jeff Dickison Steven Pottle Bob Van Schoorl February 9, 1998 Robert Krebs President/CEO Burlington Northern/Santa Fe Railroad 2650 Lou Menk Drive Ft. Worth, TX 76131 Re: Roy to Yelm Short Line Dear Mr. Krebs: The Port of Olympia's primary mission is to promote economic development throughout all of Thurston County. In this regard, we write to urge Burlington Northern/Santa Fe to reconsider plans to discontinue use of the Roy to Yelm Short Line and to surplus this segment of rail. The Yelm community has been working actively to promote economic development in that community. The Yelm Industrial Park has been designated for this purpose. Currently, the Roy to Yelm Short Line runs through the center of the industrial park. Because Yelm is located away from the I-4 corridor, maintaining a rail link to the industrial park is critical to the future economic development in this area. We are aware that the City of Yelm has requested a right of first refusal to acquire this segment of rail line in the event Burlington Northern/Santa Fe continues with existing plans. While we hope your company will reconsider these plans and continue to maintain this vital rail link, we also hope that you will honor the City's right to acquire this rail link should your plans not change. We are also confident that the Yelm Industrial Park will attract industrial operations needing rail service and that this will become a profitable business opportunity for Burlington Northern/Santa Fe. In this regard, we urge your company to work with the City of Yelm and Yelm business leaders to allow this economic activity an opportunity to achieve results benefiting all parties. 915 Washington Street NE.Olympia,WA 98501-6931 Tel(360)586-6150 Fax(360)586.4653 inquiries@portolympia.com I Executive Director,Nick Handy Mr. Krebs Page 2 February 9, 1998 The Port of Olympia stands ready to assist in these matters and we hope you will call upon us if we can be of assistance. The Port for many years has enjoyed service by your railroad at our Port of Olympia Terminals. Sincerel , Nick Ha y Executive Director Cc: Kathy Wolf, Mayor Shelly Badger, City Administrator Joe Williams, Williams Broadcasting Company Gary Beck, Yelm Chamber of Commerce Dennis Mattson, Thurston County Economic Development Council Ray Allred, WSDOT-Rail Ken Garmann, Public Works Director Economic Development Counci of Thurston County 721 Columbia SW i Olympia, WA 98501 (360) 754-6320 FAX(360)586-5493 http://www.orcalink.com/-edc edc@orcalink.com February 3, 1998 Jerry Johnson Assistant VP Asset Rationalization Burlington Northern Santa Fe Railroad 2650 Lou Menk Drive P. O. Box 961052 Fort Worth, TX 76161-0052 RE: Burlington Northern Santa Fe Railroad Roy to Yelm Short-Line Dear Mr. Johnson: The Economic Development Council of Thurston County (EDC) selectively takes positions on key issues affecting the economic vitality of Thurston County communities. This letter is written in support of the recent City of Yelm, Washington request to preserve the 4.51 mile Roy to Yelm Short-Line. The City's Comprehensive Plan has identified rail transportation as a key component in its economic development strategy. The City, in conjunction with local businesses, sees this specific segment of rail as critical to their future economic growth and development. In addition, this line serves as an important regional link to larger markets that are not easily accessible due to the City's geographic detachment from the Interstate 5 transportation corridor -- the major north/south interstate highway system on the West Coast. The EDC mission is to attract companies that will create family-wage jobs, make significant investments in the community, and act to help diversify Thurston County's economy. The City of Yelm has an existing inventory of light industrial property available for these types of new businesses. Access to rail service is Yelm's main competitive advantage in marketing the community to new businesses. Please give this letter favorable consideration as you make your decision regarding disposition of the Roy-Yelm Short-Line. Since y�yl', Dennis A. Matson Executive Director cc: Ken Garmann, Public Works Director, City of Yelm conomic Development Counci of Thurston County 721 Columbia SW Olympia, WA 98501 (360) 754-6320 FAX(360)586-5493 http://www.orcolink.com/-edc edc@orcalink.com February 3, 1998 Mike Bahr Director Asset Rationalization Burlington Northern Santa Fe Railroad 2650 Lou Menk Drive P. O. Box 961052 Fort Worth, TX 76161-0052 RE: Burlington Northern Santa Fe Railroad Roy to Yelm Short-Line Dear Mr. Bahr: The Economic Development Council of Thurston County (EDC) selectively takes positions on key issues affecting the economic vitality of Thurston County communities. This letter is written in support of the recent City of Yelm, Washington request to preserve the 4.51 mile Roy to Yelm Short-Line. The City's Comprehensive Plan has identified rail transportation as a key component in its economic development strategy. The City, in conjunction with local businesses, sees this specific segment of rail as critical to their future economic growth and development. In addition, this line serves as an important regional link to larger markets that are not easily accessible due to the City's geographic detachment from the Interstate 5 transportation corridor -- the major north/south interstate highway system on the West Coast. The EDC mission is to attract companies that will create family-wage jobs, make significant investments in the community, and act to help diversify Thurston County's economy. The City of Yelm has an existing inventory of light industrial property available for these types of new businesses. Access to rail service is Yelm's main competitive advantage in marketing the community to new businesses. Please give this letter favorable consideration as you make your decision regarding disposition of the Roy-Yelm Short-Line. S incerely, Dennis A. Matson Executive Director cc: Ken Garmann, Public Works Director, City of Yelm L� W 1 LL I RMS BRORDERSTI NG �I S Thanks to everyone for coming to the last rail spur meeting at the Yelm UCBO on January 21, 1998. Enclosed are minutes of that meeting as well as a copy of the sign-in sheet for your records. If you notice any important errors or omissions, please advise us as soon as possible. We look forward to seeing you at the next meeting which will be held at the Prairie Hotel conference room on March 3, 1998 at 5:30 pm. Sincerely, Joe, 'i dli lfl< ' `Villiams`hroodcavkg`}nc. `7 c bbrgion&`41aska 701%airie cPark.Lane,(suite fl T 0 CBox 5210 �elm,c7l�fJ 9&597,360-458-&5.33 t y 4� 1 r t ka r { 1, S 3 J. t I J, / ( - J, tj . tG �.� j� ?1b I S �t �J a 1 / , 3 ' ' ' ; "' / y / / / v y �� 'l_ f� �:°IS 1 1 ti vA �' 4 �� \ \ `\ 3\ , < { �. \ (. � t r_ /.:� a ty �� 1 / l t' f. �jJ 11 YY, e\T 1 1r \fh ` !` / ! (t J \' - j / . \ ��. Y/� E y "� „ 1 �Y y fir. �' S }�j /';: ; - 1 l F .l � t ,-i �'— i i "f y j V/" f 1 F! '\ I - I !'- � 7t Ir J �I v e � `4 \ � \ ��y d s { a' /�' '' !4r r /l /l C I X , a�, e ! .i r t, 4 \ I , T 1 � v / t' v 1 / I y{J;� ,/ ,� �� . C F -1} �.� n� / - : ter jI .t r it ,+ t /o Vi / ) t 1..) Il c ,lJ 1 sitA 04- /' - - - in AA 2 1 . " . . ,. 4 ..".1 � I I .. 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L -/ i n c� 4 / I 1.5 / ,J I' '''� �.i 1 I'_ 7r y �� Y _ � , a 1�� f /A At i- A recap of rail spur meeting on January 21, 1998 at the Yelm UCBO: The following people were in attendance: Glen Cunningham, Yelm City Councilman; Liz Williams, Yelm Prairie Development; Dennis Risdon, Thurston County EDC; Gary Beck, Yelm Area Chamber of Commerce; Margaret Clapp, Prairie Hotel; Steve Pottle, The Port of Olympia; Nick Handy, The Port of Olympia; Roberta Longmire, Property Owner; Bob Jones, Yelm Area Chamber of Commerce; Ken Garmann, Yelm Public Works Director; John Huddleston, JCH Development; Shelly Badger Yelm City Administrator; Holly Long, Adam Smith's Office; Ron Smith, Property Owner; Kathy Wolf, Mayor of Yelm; Jim Arthur, First Community Bank; Bob Wolf, Wolf Properties; Ray Allred, Washington State Department of Transportation; John Thompson, Williams Broadcasting, Inc.; Joe Williams, Yelm Area Chamber of Commerce and Host. - Mayor Wolf stated that she and the City supported the attempt to save the rail service. She shared some past history on the Burlington Northern and the efforts to keep the spur that comes into Yelm. - Risdon stated that Yelm has a good infrastructure and that rail service is Yelm's largest competitive advantage in attracting new business to the area. Risdon stated that in the last twelve months he has shown the Yelm industrial site to twelve or fifteen prospective buyers all of whom were attracted by the rail service feature. - Handy stated that there is a resurgence of rail and that the Port's facilities in Olympia regularly lose potential customers because of their lack of rail service. It is critical to keep the rail link because of the marketing advantage. - Huddleston stated he's been waiting a long time to see the Port develop a project outside of the core Olympia area. Maybe now is the time for the Port to step forward and assist in purchasing the short line. - Handy stated the Port would play a role but couldn't promise money. - Huddleston stated he has talked to Boeing and learned they are having supply problems with some of their contractors. The tracks can connect to the Frederickson plant. He likes Yelm's possibilities for attracting suppliers to the industrial district. - Garmann stated the short line needs 200 cars per year to keep it open. Line has not yet been officially abandoned by Berlington Northern. Maybe letters from area politicians might have weight with BN. -Allred confirmed that before Burlington Northern could abandon the line they would have to file a notice with the Port of Bellingham. - Long (the Adam Smith Rep.) Said that with or without notice, Burlington Northern will do what's in their own best interest (i.e. could sell - and don't have to abandon to do that). - Badger asked about the condition of the line and inquired if the Port has appraisers. - Pottle stated they used a consultant at a cost per mile. (Charlie Burnham of David Evans & Assoc.) - It was felt that a survey needed to be conducted on the short line to determine if the maintenance issues were such as to render the possible acquisition of the line implausible. - Clapp stated Risdon and others concurred, that the owners of the commercial sites in the industrial park needed to get together so that a potential buyer did not have to contact so many different owners if a large parcel was required. - Arthur stated that perhaps a limited liability company or some other structure could be formed to purchase the rail. Maybe raise money by selling plaques for designated rail ties. If we purchase the Yelm rail spur our future interests would be protected. - Handy stated that there may be less expensive options than buying. All possibilities should be exhausted before getting out the check book. - It was agreed at the end of the meeting to proceed with the following items- 1. tems:1. Attempt to facilitate a meeting between more of the property owners. 2. Have all interested parties write letters to Burlington Northern and other individuals and organizations as soon as possible. The letters will be sent to Ken Garmann at Yelm City Hall and then�ostedetether when possible. The Chamber of Commerce will also be a point of contact. � 3. Try to engage someone to conduct a survey of the rail spur regarding the maintenance issues. 4. Investigate the feasibility of forming a corporation to purchase the rail spur as a last resort. The Next Meeting of the rail spur group will be held at 5:30 pm on March 3'd at the Prairie Motel conference room. PLEASE SIGN IN Name (PRINT) Address Contact # LL Ls ifl. JL't r'l P•ft W•'� ` f �3 Aw o 1F 51s- WAts41 N c-re y0 �) 7mll-,OAAW �� . ,x 471 �R) q::� NQ. 4 (0, 4� 01 L�e tvA c��e — qppY V MONDAY A FEBRUARY 2, 1998 /7 . ........................................................................ ION EDITORIAL PAGE EDITOR: MIKE OAKLAND/754-5464 �mon ground miption contraceptives.The ack of insurance coverage puts .ontraceptives beyond the finan- Yelm must Work pial reach of many women of TOMY`SNOW child-bearing age. t0 save rail line OTHER VIEWS Make no mistake,the state of Yelm officials must continue Washington is deeply enmeshed their all-out push to save the rail n this issue because taxpayers line that serves the city's indus- Democrats )ick up much of the tab for live trial center. firths and for abortions. The 4.5-mile stretch of track put land mines to paid for 41 percent of all between Yelm and Roy is owned taxpayers of$159 million. by the Burlington Northern in Clinton's path nt of Social and Health Services Santa Fe Railroad. tween 1991 and 1994 the aver- Yelm officials have been told DEMOCRATS: Their for publicly funded maternity the owner is considering selling m unintended pregnancies was the seldom-used portion of rule changes plague the track president. te's 26,000 annual abortions are The first thing Yelm officials did was fire off a letter to First lady Hillary Rodham ded pregnancies.In 1996,ac- Burlington Northern asking for Clinton came out firing last shington State Council on Fam- the right of first refusal should week on the"Today Show," tate paid for 10,479 abortions at the line be put up for sale. blaming her husband's most re- on. If Burlington Northern offi- cent woes on a"vast right-wing back on taxpayer support for cials agree,Yelm will be at the conspiracy that has been con- ths and maternity care is to head of the line of prospective spinng against my husband purchasers. since the da 1 pregnancies in the first place. Raisin the money to ur- Y he announced for i is sponsored by Rep. Cathy g Y P president."She mentioned only chase,then maintain,the track three villains b name—Jerry ,would compel health insurers will be a significant hurdle,but Falwell and North Carolina adividuals or groups to provide the challenge must be tackled Sens.Jesse Helms and Lauch raceptive drugs or devices.To- one step at a time. Faircloth—and insinuated that bird of the large group plans Yelm is one of the fastest- independent counsel Kenneth es. growing areas of South Sound.A Starr and federal Judge David most Washington residents— number of new businesses have Sentelle belonged to the cabal. r opinions about abortion— sprung up in recent years de- p spite its distance from Inter- That would bring the total of s reducing the number of un- p plotters in the vast' coup to fes is a good idea. state 5. five. step in that direction.We en- Having an industrial center with rail access will be key to at 1p Dyer,R-Issaquah,chairman tracting new businesses and in- Scratching dirtIth Care Committee,to bring dustries to the Yelm area. The Missus described the )ublic hearing and vote.If you Yelm officials are wise to try fiends as"mean-spirited... po- 786-7852. to preserve the rail line. litically motivated... right-wing usine the criminal-justice sys- AGENDA 5:00 - 5:15 Welcome, Introductions, History - J.S. Williams 5,15 - 5-30 Constructive Comments & Call to Action (Fill Out Handout) A.) City of Yelm - Mayor Wolf B.) Economic Development Council - Dennis Risdon C.) Port of Olympia - Nick Handy 5:30 - 5:45 Comments from Property Owners; Consensus 5:45 - 6:00 Where we go from here - Wrap up Addresses of interest: Robert Krebs President/CEO Burlington Northern/Sante Fe Railroad 2650 Lou Menk Dr. Ft. Worth, TX 76131 Surface Transportation Board U.S. Department of Transportation 1925 K St. NW Washington, D.C. 20423 James Slakey Director of Public Transportation Rail Division P.O.Box 4387 Olympia, WA 98504-7387 i . OF THF Cityo 'elm a M 105 Yelm Avenue West P.O. Box 479 YELM Yelm, Washington 98597 WASHINGTON (360) 458-3244 December 24, 1997 U.S. Department of Transportation Surface Transportation Board 12th & Consti-tution Ave. N.W. Washington D. C. 20423 RE: BN/SFRR - Roy to Yelm Short Line Dear Board Members, Over the past several years, the Burlington Northern/Santa Fe Railroad has been in the process of discontinuing and/or abandoning the Roy to Yelm Short Line, a segment of rail 4 . 51 miles in length. Historically, this line provided a link between the local communities of Roy, Yelm, Rainier, Tenino to the north/south mainline network. Over the years, the Yelm to Tenino segment has been abandoned to the "Rail to Trails" program, leaving only the Yelm to Roy segment to link with current mainline networks near Tacoma, Washington. The City of Yelm' s 1995 Transportation Comprehensive Plan has identified rail transport as a key component to multi-modal freight traffic in order to reduce current highway congestion. In order to meet the goals of our plan it is imperative to keep the Roy to Yelm Short Line functional . The City in conjunction with local business and area agencies has formed a task force to develop a plan to re-establish rail service to Yelm and to promote economic development associated with such service. We have notified BN/SFRR via letter (see attached) regarding our interest in securing the inventory and operating rights to this section of rail . page 1 of 2 R-yckd pop- page 2 of 2 The City and business community feel it is imperative that an operational rail link be preserved between Yelm and Roy, on to Lakewood to enable the development of alternative multi-modal freight transport as a regional link to larger markets . If your department has any questions or comments feel free to contact my office at (360) 458-8499 . Sincerely, L � Ken Garmann Public Works Director Cc : Kathy Wolf, Mayor Shelly Badger, City Administrator Joe Williams, Williams Broadcasting Company Gary Beck, Yelm Chamber of Commerce Dennis Mattson, Thurston County Economic Development Council Nick Handy, Port of Olympia Ray Allred, WSDOT-Rail Shuming Yan, Thurston Regional Planning Council Memorandum Date: January 16, 1998 To: Yelm Industrial Land Owners From:Margaret Clapp Re: Area development idea Everyone seems to agree that getting more development in our industrial area would be a good thing. The jobs that would come with new tenants would help stabilize our economy and keep us from becoming just a bedroom community. As I understand it we could make our area more appealing to an outside company by: •collectively marketing the features and benefits of our industrial area •maintain those benefits ie. the rail spur •make it easier for a company to locate here A company looking to site in Yelm may have to deal with several land owners to make a deal that works for them. This could and (I would guess) has made us less attractive. We don't own any land in the industrial area at this time so I offer my idea as an outsider. Here is my suggestion: •get as many contiguous owners as possible •contribute land to a collective entity (LLC , development corp, other) •agree on contributions value or get appraisal •each land contributor gets prorated share of new entity •do a master site plan •join with EDC or City or combo for a marketing effort •build some additional infrastructure To jump start activity you could even contribute a pad and build a spec building, maybe with third party developer Benefits to existing owners: •easier to sell regardless of existing property lines. •a predictable and realistic view of the market •all parties participate in the last "biggest" sale •a professional approach, someone else could do the work Benefits to buyer •deal with one entity to site business •some idea of adjacent development and neighbors •sophisticated companies want an easily transacted deal Comment Sheet Name: Address: Phone: Your Position On This Issue: (supporting or non supporting) Ideas, General Comments & How You Are Willing to Participate: