OPINION
Thе Village of Blissfield (“the Village”) appeals the judgment of the district court granting declaratory relief to Adrian & Blissfield Railroad Company (“the Railroad”). After a bench trial, the district court held that the Interstate Commerce Commission Termination Act (“Termination Act” or “ICCTA”) of 1995, 49 U.S.C. §§ 10101-16106, preempted a Michigan statute requiring the Railroad to pay for pedestrian crossings installed by the Village across the Railroad’s tracks and sidewalks near the Railroad’s property. For the following reаsons, we REVERSE the judgment of the district court and REMAND for further proceedings consistent with this opinion.
I. BACKGROUND
Adrian & Blissfield Railroad Company is a short-line railroad based in Lenawee County, Michigan. The Railroad owns approximately 2.5 miles of track that run through the Village, and, although the Railroad does “not cross state lines[,] ... the traffic that originates or terminates on [the] railroad crosses state lines.” J.A. at 110 (Dobronski Test, at 17:12-14). The Railroad also has a small depot in the Village, located on U.S. 223.
The Villаge Administrator, James Wona-cott, testified that in 2003 and 2004 the Village implemented a sidewalk-construction program pursuant to Mich. Comp. Laws § 462.309(6). The 2003 project derived from the Village’s concern that “without the benefit of a sidewalk or dedicated pedestrian way, [pedestrians] would have to cross [US] 223 at a street intersection and a rail grade crossing and a drainage ditch.” J.A. at 174 (Wonacott Test, at 156:16-18). Apparently, owing to the previous Railroad president’s failure to trаnsfer records, the Railroad’s president, Mark Dobronski, did not become aware of the correspondence from the Village regarding the sidewalk project until he received a letter from the Village Attorney, Frank Riley, in August 2003. The letter stated *536 that, if the Railroad failed to complete the sidewalk, the Village would complete the construction and bill the Railroad. Do-bronski testified that he responded with a letter stating that he thought the Federal Railway Safety Act (“FRSA”) prеempted the Village’s actions.
Dobronski met with town officials in mid-September. After talking with the engineer for the project, Dobronski became concerned “because he didn’t seem to know much of anything about what the railroad standards or the specifications were.” J.A. at 128 (Dobronski Test, at 34:8-10). Despite these discussions, the Village installed the sidewalk without the Railroad’s consent “between November and December 2003.” J.A. at 79 (Mem. Op. at 4). “The sidewalk constructed along U.S. 223 is within the right-of-way of the Michigan Department of Transportation (“MDOT”) and abuts real property owned by [the Railroad] on which” the train depot is situated. J.A. at 79 (Mem. Op. at 4). Additionally, “[a] portion of the constructed sidewalks near where [the Railroad’s] tracks cross U.S. 223 several hundred feet east of the depot is outside the MDOT right-of-way and is on [the Railroad’s] property.” Id.
The Village’s 2004 sidewalk project involved installing a new walkway across the Railroad’s tracks and repairing two existing walkways. On August 13, 2004, the Village sent a letter to the Railroad stating that, because the Railroad had not responded, the Village would once again contract out the sidewalk work and bill the Railroad unless the Railroad completed the work by September 17, 2004. As in 2003, when the Railroad did not proceed with construction, the Village did. On September 20, 2004, Dobronski was alerted that one of the Railroad’s engineers had to conduct an emergency stop because a gravel truck used in the cоnstruction was parked across the tracks. Dobronski immediately visited the area and observed construction taking place. Dobronski testified that he was “in utter disbelief seeing a bulldozer going down bumping into my rail, chopping up ties, doing damage to the railroad infrastructure.” J.A. at 137 (Do-bronski Test, at 55:7-9). After this incident, Dobronski sent a “cease and desist” letter to the Village. J.A. at 80 (Mem. Op. at 5). In December 2004, the Village completed work on the walkways across the tracks.
The district court fоund that the sidewalks constructed by the Village “have not benefitted [the Railroad] in any material respect.” J.A. at 82 (Mem. Op. at 7). In fact, the district court found that the sidewalk construction was “detrimental” to the Railroad because it “potentially increas[ed] its premises liability, and thereby has affected negatively the value of [the Railroad’s] operations.” J.A. at 83 (Mem. Op. at 8). There currently is a lien against the Railroad’s property as a result of its failure to pay the assеssments for the construction. At the time of the trial in November 2006, the district court found that the lien amount exceeded $22,000. The district court found that the sidewalk construction constituted a “financial burden on [the Railroad] and diverged] money which could be spent on other matters,” particularly given that the Railroad had lost money since 2002. J.A. at 83 (Mem. Op. at 8). Finally, the district court found that the Railroad did not pay property taxes to the Village for property that it owns within Village limits.
On January 10, 2006, the Railroad filed a complaint in the United States District Court for the Eastern District of Michigan seeking declaratory relief. The Railroad requested a declaratory judgment that the Village
*537 may not impose its rules and regulations against [the Railroad] for safety matters occurring on or about [the Railroad’s] property and right of way, in particular, requiring [the Railroad] to construct roadways, grade level crossings; and assessing against [the Railroad] and its property a fee for сonstruction of walkways along and upon the [the Railroad’s] property and right of way.
J.A. at 9 (Complaint). The Railroad also sought a declaratory judgment “that the lien filed by [the Village] against [the Railroad’s] property for construction of walkways [was] invalid.” J.A. at 9 (Complaint). The Railroad claimed money damages incurred during the Village’s construction, but this claim was dismissed without prejudice on April 27, 2006, pursuant to the parties’ stipulation.
The district court denied the Railroad’s motion for summary judgmеnt on October 25, 2006. At that time, the district court noted that “although the preemptive effect of the ICCTA appears to have evolved into Plaintiffs primary argument, both parties ... focused their briefing [for the motion for summary judgment] more on the FRSA than on the ICCTA,” and the district court requested additional briefing on the ICCTA prior to trial. J.A. at 40 (Op. & Order Den. Pl.’s Mot. for Summ. J. at 16 n. 14). The district court held a bench trial on November 27, 2006, and, on April 30, 2007, the district court issued a written opinion entering judgment in favor of the Railroad. The Villаge filed a timely appeal. The Railroad cross-appealed, but later voluntarily withdrew its cross-appeal.
II. ANALYSIS
We must decide whether the district court erred in finding that the Termination Act, also known as the ICCTA, preempts Mich. Comp. Laws § 462.309, which requires the Railroad to pay for the installation and upkeep of sidewalks that abut and cross Railroad property. 1
A. Jurisdiction and Standard of Review
The district court’s subject-matter jurisdiction in this case is based on the federal-question statute, 28 U.S.C. § 1331. We have appellate jurisdiction over the final decision in the case pursuant to 28 U.S.C. § 1291.
We review de novo district-court determinations of federal preemption.
Nye v. CSX Transp. Inc.,
B. Termination-Act Preemption
The district court held that the Termination Act preempted the Michigan statute requiring the Railroad to pay for both pedestrian crossings installed across the Railroad’s tracks and sidewalks near and on the Railroad’s property. The district court analyzed the preemption provisions of the Termination Act and determined that “the construction or repair of all of the sidewalks in this case constitutes construction of ‘facilities’ under 49 U.S.C. § 10501(2), and thus falls within the exclusive jurisdiction of the STB.” J.A. at 96 (Mem. Op. at 21). It held that the “ICC-TA preempts not only an attempt to require a railroad to construct facilities, but also an attempt to require a railroad to pay for that construction.” Id. In addition, the district court held that the statute imposed “an unbudgeted and undue burden on [the Railroad], thus diverting funds from other railroad expenses or operations, particularly from [the Railroad’s] maintenance fund.” J.A. at 97 (Mem. Op. at 22) (footnote оmitted).
The Village argues that it acted under its police power to provide walkways across the railroad tracks for pedestrian safety pursuant to Michigan statutes, Mich. Comp. Laws §§ 462.131 and 462.309, that do not “attempt to regulate rail transportation” on their face. Appellant Br. at 14-15. The Village further argues that it would be too broad a reading of the Termination Act’s preemption provision to hold that any tangential economic effect is preempted even if not an attempt to regulate the railroad. The Railroad, on the other hand, argues that we have adopted a “broad reading of Congress’ preemption intent” in the Termination Act and that preemption especially applies when there is an economic impact on the railroad. Appellee Br. at 29 (quoting
R.R. Ventures, Inc. v. Surface Transp. Bd.,
The Michigan Department of Transportation has “regulatory and police power over railroad companies in [Michigan] insofar as such power has not been preempted by federal law or regulation.” Mich. Comp. Laws § 462.131(1). Under this regulatory scheme, Michigan law requires that
[a] railroad owning tracks across a public street or highway at grade shall at its sole cost and expense construct and thereafter maintain, renew, and repair all railroad roadbed, track, and railroad culverts within the confines of the street or highway, and the streets or sidewalks lying between the rails and for a distance outside the rails of 1 foot beyond the end of the ties.
Mich. Comp. Laws § 462.309(1). Michigan instructs local units of government that “[i]n cases of sidewalk repair or construction, a railroad shall first be given the right to construct in the same manner as that right is given to individuals.” Mich. Comp. Laws § 462.309(6). If the railroad fails to repair or construct a sidewalk, “the *539 local unit of government may cause the sidewalk to be constructed at the expense of the railroad, with the cost to be collected in the usual manner as provided in the law governing that local unit of government.” Id.
The Termination Act established the Surface Transportation Board (“STB”), 49 U.S.C. § 701, and gave the STB exclusive jurisdiction over certain aspects of railroad transportation, 49 U.S.C. § 10501(b).
3
The Termination Aсt further states that “[ejxcept as otherwise provided in this part, the remedies provided under this part with respect to regulation of rail transportation are exclusive and preempt the remedies provided under Federal or State law.” § 10501(b).
4
The Termination Act therefore “preempts all ‘state laws that may reasonably be said to have the effect of managing or governing rail transportation, while permitting the continued application of laws having a mоre remote or incidental effect on rail transportation.’”
N.Y. Susquehanna & W. Ry. Corp. v. Jackson,
“The STB has articulated a comprehensive test for determining the extent to which a particular state action or remedy is preempted by § 10501(b).”
New Orleans & Gulf Coast Ry. Co. v. Barrois,
First, state actions are “categorically” or “facially” preempted where they “would directly conflict with exclusive federal regulation of railroads.”
Id.
(quoting
CSX Transp., Inc.,
STB Fin. Docket No. 34662,
As the Fifth Circuit recently noted, “the STB has clearly identified where routine crossing disputes, such as the one at issue in this case, fall in this scheme of ICCTA preemption.”
Id.
“Routine crossing disputes,” “despite the fact that they touch the tracks in some literal sense,” “are
not
typically preempted.”
Id.
at 332-33 (noting “that ‘[t]hese crossing disputes are typically resolved in state courts’ ” (quoting
Maumee & W. R.R. Corp. & RMW Ventures, LLC,
STB Fin. Docket No. 34354,
The care of grade crossings is peculiarly within the police power of the states, and, if it is seriously contended that the cost of this grade crossing is such as to interfere with or impair economical management of the railroad, this should be made clear. It was certainly not intended by the Transportation Act to take from the states or to thrust upon the Interstate Commerce Commission investigation into parochial matters like this, unless by reason of their effect on economical management and service, their general bearing is clear.
Id.
(quoting
Lehigh Valley R.R. Co. v. Bd. of Pub. Util. Comm’rs,
*541
We therefore apply the as-applied-preemption analysis to the Michigan statutes at issue. “[T]he touchstone [of this analysis] is whether the state regulation imposes an unreasonable burden on railroading.”
Jackson,
Under this analysis, state actions are not preempted merely because they reduce the profits of a railroad: “We doubt whether increased operating costs are alone sufficient to establish ‘unreasonable’ intеrference with railroad operations.”
Barrois,
We conclude that Mich. Comp. Laws § 462.309 is not preempted by the Termination Act, because it is not unrеasonably burdensome and does not discriminate against railroads. We recognize that the district court found that the Railroad has been losing money and that the costs of sidewalk construction would create a financial burden for the Railroad. The fact that the statute may prevent the Railroad from maximizing its profits, however, does not render the statute
unreasonably
burdensome.
See Fla. E. Coast Ry. Co.,
The fact that Mich. Comp. Laws § 462.309 applies specifically to railroads does not make it discriminatory. This is not an instance in which the state has chosen to require something of the Railroad that it does not require of similarly
*542
situated entities. The concerns that animated the Village’s sidewalk construction apply only to the Railroаd because the railroad bisects the town and pedestrian walkways are needed for public safety. Further, unlike environmental permitting, there is no evidence that local bodies could target railroads with the statute at issue in order to cause indefinite delays for railroad operations.
See Green Mountain,
As in
Barrois,
“[t]he Railroad does not allege that private crossings generally are fundamentally inconsistent with the Railroad’s ability to operate.”
III. CONCLUSION
Because we conclude that the Termination Act does not preempt Mich. Comp. Laws § 462.309, we REVERSE the judgment of the district court and REMAND for further proceedings not inconsistent with this opinion.
Notes
. The district court held that the Federal Railroad Safety Act of 1970 (''FRSA”), Pub.L. 91-458, 84 Stat. 971, does not preempt the Michigan statute at issue. Although the Railroad filed а cross-appeal challenging this holding, we granted the Railroad’s motion voluntarily to dismiss its cross appeal. We therefore do not address FRSA preemption.
We do note, however, that the FRSA and the Termination Act are not in conflict. ‘'[T]he agencies' complementary exercise of their statutory authority accurately reflects Congress's intent for the [Termination Act] and FRSA to be construed
in pari materia.” Tyrrell v. Norfolk S. Ry. Co.,
. Because the Village does not argue on appeal that the district court’s factual findings were clearly erroneous, we adopt the district court’s factual findings for purposes of our analysis.
J.A. Jones Constr. Co.,
. Specifically, the STB has exclusive jurisdiction over “(1) transportation by rail carriers, and the remedies provided in this part with respect to rates, classifications, rules (including car service, interchange, and other operating rules), practices, routes, services, and facilities of such carriers; and (2) the construction, acquisition, operation, abandonment, or discontinuance of spur, industrial, team, switching, or side tracks, or facilities, even if the tracks are located, or intended to be located, entirely in one State.” § 10501(b).
. The Village argues that if the Railroad believed that this case fell within the jurisdiction of the STB and ICCTA preemption applied, then the Railroad should have submitted the issue to the STB rather than filing a claim in federal court. Because the Village did not raise this argument in the district court, we will not consider this issue.
See B & H Med., L.L.C. v. ABP Admin., Inc.,
. Although the Fifth Circuit in
Barrois
was deciding a question of complete preemption for purposes of federal subject-matter jurisdiction rather than ordinary, defensive рreemption, the court explicitly applied the STB's ordinary-preemption analysis.
. The district court determined that the Termination Act preempts Mich. Comp. Laws
*541
§ 462.309(6) because the sidewalks at issue constitute “facilities” over which the STB has exclusive jurisdiction. J.A. at 96 (Mem. Op. at 21) (quoting 49 U.S.C. § 10501(b)(2)). Neither the district court nor the Railroad, however, has pointеd to a definition of “facilities.” We found no prior federal court decisions or STB decisions holding, either explicitly or implicitly, that sidewalks should be considered "facilities” under the statute. Indeed,
Barrois,
which held that a state statute giving private landowners the ability to install at-grade railroad crossings to reach their property was not preempted by the Termination Act, noted that regulation of such crossings has historically been “peculiarly within the police power of the states.”
. We make no judgment on the substantive merits of any state-law claims either party may have against the other stemming from the construction or assessment.