- 1 - PERPETUAL AERIAL EASEMENT ACQUISITION AGREEMENT ...

Exhibit 2Page 37 of 55performed by the COMPANY shall be deemed reasonable if, among other things, suchcosts and expenses are consistent with costs and expenses for similar work on theCOMPANY's right of way of which the COMPANY's Rail Corridor Property is a part, buttaking into account any effect of the Runway Bridge Structures on such work), all asprovided in the Railroad-County Agreement, as amended hereby, including but notlimited to the following:a. Additional costs of the COMPANY to perform track maintenance on theCOMPANY's property necessary to undercut the track within the COMPANY's RailCorridor Property, in order to maintain or increase the vertical clearance between thetop of the rail and 24' above the top of the rail (the later constituting the bottomboundary line of the Easement Property).b. Cost of work to relieve or cure any drainage flow or ponding caused by theRunway Bridge Structures that creates standing water, water flowing into the ballaststructure, or any other detrimental effects of water on the COMPANY's property.c. Cost of work to relieve or repair any overhead stormwater leaks fromexpansion seals or cracks in the runway deck of the Runway Bridge Structures, onto theCOMPANY's Rail Corridor Property.d. Cost to replace light bulbs, fixtures, electrical wiring, or any component ofthe lighting system, wherever located, installed as part of Runway Bridge Structureswithin the Easement Property that are not functioning properly.e. Cost of work to repair any future damage of the Runway Bridge Structuresor any components thereof within the Easement Property (both inside and outside suchstructures), including but not limited to, as a result of vandalism, storm, flooding,accident and force majeure events.f. Cost incurred by COMPANY to repair damage or provide flagging andwatch persons due to maintenance or construction operations by COUNTY with respectto the Runway Bridge Structures; such as the use by the COUNTY of a crane with aboom of length that could foul the track.g. Cost of work to relieve or repair any noise, light or vibration issues thataffect the Runway Bridge Structures or the operation thereof from railway equipmentoperating within COMPANY's Rail Corridor Property or COMPANY's other property.h. Cost to fund an engineering firm chosen by COUNTY to conductinspections of the Runway Bridge Structures within the Easement Property, in order toprovide recommendations to the COUNTY as to functionality and maintenance items.COUNTY shall provide to COMPANY a copy of the report or other results of suchinspection. In the event that the inspection identifies an issue that COMPANYreasonably determines requires attention (which may include maintenance or otherfollow-up activity on the part of the COUNTY), COMPANY may have a qualifiedengineer selected by COMPANY review on its behalf the documents and recommendsuch corrective actions as may be required to address the matter and COUNTY shallPage 3 of 12