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EXHIBIT 2 <br />UP Real Estate Project No.: 0685975 <br />PUBLIC HIGHWAY AT -GRADE CROSSING AGREEMENT <br />Warner Avenue <br />DOT 761248L <br />519.10 —Santa Ana Industrial Lead <br />Santa Ana, Orange County, California <br />THIS AGREEMENT ("Agreement") is made and entered into as of the day of <br />, 20 ("Effective Date"), by and between UNION PACIFIC RAILROAD <br />COMPANY, a Delaware corporation, to be addressed at Real Estate Department, 1400 <br />Douglas Street, Mail Stop 1690, Omaha, Nebraska 68179 ("Railroad") and CITY OF <br />SANTA ANA, a municipal corporation or political subdivision of the State of California to <br />be addressed at 20 Civic Center Plaza, Santa Ana, California 92701 ("Political Body"). <br />RECITALS: <br />Presently, the Political Body utilizes the Railroad's property for the existing at grade <br />public road crossing over Warner Avenue, DOT Number 761248L at Railroad's Milepost <br />519.10 on Railroad's Santa Ana Industrial Lead at or near Santa Ana, Orange County, <br />California. <br />The Political Body now desires to undertake as its project (the "Project") the <br />reconstruction and widening of the existing at grade public road crossing to replace the <br />warning devices. The road crossing, as reconstructed and widened is hereinafter the <br />"Roadway." <br />The Railroad right of way being utilized for the existing at grade public road <br />crossing is not sufficient to allow for the reconstruction and widening of the Roadway. <br />Therefore, under this Agreement, the Railroad will be granting additional rights to the <br />Political Body to facilitate the reconstruction and widening of the Roadway. The portion <br />of Railroad's property that Political Body needs to use in connection with the Roadway <br />(including the right of way being utilized for the existing at grade crossing) is shown on <br />the Railroad's location print marked Exhibit A attached hereto and hereby made a part <br />hereof (the "Crossing Area"). <br />The Railroad and the Political Body are entering into this Agreement to cover the <br />above. <br />