115-13 Memorandum of Agreement (2013) - Downtown Run with NOCC.pdf

2 4. The NOCC shall provide a representative who will be available and present at the Event for purposes of assisting the Downtown West Orange Alliance with any fundraising, public relations and/or marketing issues. 5. The NOCC shall provide proof of liability insurance with a minimum combined single limit of One Million ($1,000,000.00) dollars for bodily injury and property damage. The NOCC shall provide an original Certificate of Insurance to this effect upon signing this agreement. The NOCC’s policy shall name the Township of West Orange and the Downtown West Orange Alliance as additional insureds. 6. The NOCC agrees to defend, indemnify, hold and save harmless the Township and the West Orange Downtown Alliance, its respective members, officers, representatives, employees from and against any and all claims, suits, damages, judgments and expenses (including reasonable attorneys’ fees) resulting wholly or in part from any acts or omissions by the NOCC or the NOCC’s agents, employees, guests, licensees, invitees, assignees or successors during the Event. 7. It is understood and agreed that all understandings and agreements heretofore had between the Township and the NOCC regarding the Event are merged in this Agreement, which alone fully and completely expresses their agreement, and that the same is entered into after full investigation, neither party relying upon any statement or representation not embodied in this Agreement, made by the other. 8. This Agreement may not be changed or terminated orally. It shall only be modified by written agreement. 9. The Parties hereby acknowledge that the Agreement shall be construed, interpreted and enforced in accordance with the laws (excluding conflicts of law principles) of the State of New Jersey, and before the courts of the State of New Jersey. 10. This Agreement may be executed in several counterparts, which shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. TOWNSHIP OF WEST ORANGE Dated: ____________ Signed: Robert D. Parisi, Mayor Dated: ____________ Attest: Karen J. Carnevale, Municipal Clerk