- 1 - PERPETUAL AERIAL EASEMENT ACQUISITION AGREEMENT ...

Exhibit 2Page 43 of 55line facility of any utility that has compensable interest on the COMPANY's right of wayoccasioned by the construction or installation of the proposed Future Runway Facilities,as provided in the Railroad-County Agreement.9. Prior to the first use by aircraft of the Runway Bridge Structures, the authorizedrepresentatives of the COUNTY and the COMPANY shall cooperate in good faith todevelop operational procedures to address first responder protocols, and such othermatters as COUNTY and COMPANY mutually agree. The operational procedures shallprovide for notification of each other from time to time of activities or conditions that theirrepresentatives might observe on or about the Rail Corridor Property or the EasementProperty or Runway Bridge Structures that could endanger or interfere with the use ofthe Rail Corridor Property (including without limitation the operation of trains on the RailCorridor Property) or the use of the Runway Bridge Structures, or the operation ofaircraft on the Runway Bridge Structures, or the flight of aircraft within the EasementProperty. In accordance with the operational procedures developed pursuant hereto,COUNTY shall monitor the Runway Bridge Structures including the area below theRunway Bridge Structures, including use of closed circuit television or such othermethod as provided in the operational procedures. COUNTY shall be responsible forthe removal of any trespassers from the area below the Runway Bridge Structures inaccordance with the operational procedures developed pursuant hereto. Suchoperational procedures may be amended from time to time by the authorizedrepresentatives of the parties.10. Following completion of construction of the Runway Bridge Structures and priorto accessing the COMPANY's Rail Corridor Property or any adjoining property of theCOMPANY for any maintenance or repair activities for the Runway Bridge Structures,the COUNTY shall require its contractors to secure General Liability Coverage and as acovered peril, Railroad Protective Public Liability and Railroad Protective PropertyDamage Liability Insurance in a combined amount of $2,000,000.00 for all personalinjuries, death or property damage, per occurrence arising during the policy period withan aggregate limit of $4,000,000.00. The COUNTY will also require its contractors tofurnish a Certificate of Insurance, in form acceptable to the COUNTY and theCOMPANY showing that the contractor carries liability insurance applicable to the job inquestion in the amount of $2,000,000.00 for all personal injuries, death or propertydamage, per occurrence arising during the policy period. Such insurance is to conformwith the requirements of the U.S. Department of Transportation, Federal HighwayAdministration, Federal-Aid Policy Guide, Subchapter G, Part 646, Subpart A, and anysupplements thereto or revisions thereof. The COUNTY is a self-insured governmentalentity that is subject to the limitations of Section 768.28, Florida Statutes, as amendedfrom time to time. Nothing herein is intended to serve as a waiver of the COUNTY'ssovereign immunity.11. COUNTY cannot, and hereby specifically does not, waive or relinquish any of itsregulatory approval or enforcement rights or governmental obligations. Nothing in theRailroad-County Agreement, as amended, shall be deemed to create an affirmative dutyof COUNTY to abrogate its sovereign right to exercise its police powers andPage 9 of 12