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Docusign Envelope ID:D1EB2A29-9840-4829-9504-B23D64FD7152
<br /> Exhibit 1
<br /> Form 11347-P () (007628)
<br /> INDEMNIFICATION AND RIGHT OF ENTRY AGREEMENT
<br /> THIS INDEMNIFICATION AND RIGHT OF ENTRY AGREEMENT (this "Agreement") is made as of
<br /> October 07, 2024, by and between NORFOLK SOUTHERN RAILWAY COMPANY ("Company" or
<br /> "Railway"), for itself and as agent for any parent, affiliated or subsidiary company that may own or operate
<br /> the Premises (as defined herein) in whole or in part, and City of Decatur Illinois, ("Principal") an Illinois
<br /> Government Entity whose mailing address is 1 Gary K Anderson Plaza, Decatur, Illinois 62523
<br /> WHEREAS, Principal has requested that Company permit Principal to be on or about the Premises for the
<br /> Designated Activities (as defined herein);
<br /> WHEREAS, Company is willing to grant the Right of Entry (as defined herein) subject to the terms and
<br /> conditions set forth herein;
<br /> NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the
<br /> receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby,
<br /> Company and Principal hereby agree as follows:
<br /> 1. Subject to the terms and conditions of this Agreement, Company hereby permits Licensee, (as
<br /> defined herein)to enter upon property owned or controlled by Company located at or near:
<br /> • Milepost D 375.09, Midwest Division
<br /> • Latitude 39.848023, Longitude-88.940581
<br /> • Decatur, Macon County, Illinois
<br /> (the "Premises") and being located substantially as shown upon the print marked Exhibit "A",
<br /> attached hereto and made a part hereof(the "Right of Entry"). The Right of Entry is granted to
<br /> Licensee for the sole purpose of performing the replacement of existing conduit, wire, and
<br /> fixtures of the railroad underpass lighting at DOT# 479184D. (the "Designated Activities")
<br /> from February 1, 2025,to June 1, 2025, but in no event shall Licensee occupy the Premises
<br /> for more than thirty (30) cumulative days. Licensee shall not perform intrusive environmental
<br /> sampling or soil borings for environmental testing or sampling. The term "Licensee" means
<br /> Principal, Principal's subcontractors, and such other entities affiliated with Principal to whom
<br /> authorized representatives of Company have granted express, written approval, as well as the
<br /> officers and employees of the foregoing. The Right of Entry shall apply to those portions of the
<br /> Premises,and to such equipment, machinery, rolling stock and other personal property and fixtures
<br /> belonging to Company or otherwise located on the Premises, only to the extent specifically
<br /> designated and approved in writing by authorized representatives of Company (collectively,
<br /> "Designated Property").
<br /> 2. Licensee access to the Premises shall be limited to the Designated Property, and Principal shall
<br /> be liable and fully responsible for all actions of each Licensee while on the Premises pursuant to
<br /> the Right of Entry.
<br /> 3. Each Licensee shall (a) be subject to Company's or its authorized representative's direction when
<br /> upon the Premises, and (b) be subject to removal from the Premises by Company for any reason,
<br /> including breach of this Agreement or failure, in Company's sole discretion, to act safely,
<br /> respectfully, responsibly, professionally, and/or in a manner consistent with Company's desire to
<br /> minimize risk and maintain its property with maximum security and minimum distractions or
<br /> disruptions. Company shall not be required to specify either the basis for its decision or which
<br /> objections, if any, it has to the individual(s).
<br /> 4. If Principal is a contractor that has been retained to provide services to Company, Principal shall,
<br /> and shall cause all other Licensee to, conduct all activities in accordance with the Norfolk Southern
<br /> Operating Guidelines for Contractors (the "Guidelines") and it shall be Principal's obligation to
<br /> request and obtain a copy of the Guidelines from Company.
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