Burlington Northern Santa Fe (BNSF) 8/29/2016

OVERPASS AGREEMENT BNSF File No. BF10009376 Grand Avenue Park Ped/Utility Overpass U.S. D.O.T. No. LS 050 MP 34.35 Bellingham Subdivision This Agreement ("Agreement"), is executed to be effective as of al' b12-c1 l' ("Effective Date"), by and between BNSF RAILWAY COMPANY, a Delaware corporation ("BNSF"), and the City of Everett., a political subdivision of the State of Washington ("Agency"). RECITALS: WHEREAS, BNSF owns and operates a line of railroad in and through the City of Everett., State of Washington; and WHEREAS, Agency desires to construct a new over-crossing at separated grade to be known as the Grand Avenue Park Pedestrian Overpass, D.O.T. No. To be assigned. NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE I) SCOPE OF WORK 1. The term "Project" as used herein includes any and all work related to the construction of the proposed Grand Avenue Park Pedestrian Overpass (hereinafter referred to as the "Structure"), more particularly described on the Exhibit A, which is attached hereto and incorporated herein, including, but not limited to, any and all changes to telephone, telegraph, signal and electrical lines and appurtenances, temporary and permanent track work, fencing, grading, alterations to or new construction of drainage facilities, preliminary and construction engineering and contract preparation. Agency must also install and maintain fencing which will direct pedestrians around the construction site. 1