132-25 MOU Essex_WO Gregory Ave-Orange Heights Ave.pdf

1 132-25 May 6, 2025 MEMORANDUM OF UNDERSTANDING POSTING OF TOWNSHIP EQUIPMENT ON COUNTY PROPERTY AND RIGHTS OF WAY Thi s Memorandum of Understanding b e t w e e n the T O W N S H I P O F WEST ORANGE, a municipal corporation of the State of New Jersey ( hereafter "Township "), located at 66 Main Street, West Orange, New Jersey 07052, the Township's Department of Public Works, and the directors, officers, employees and agents of each, and the COUNTY OF ESSEX (hereafter "County"), l ocated at 465 Dr. Martin Luther K i ng, Jr., Boul evard, Newark, New Jersey 07 1 02, contains the entire understanding of the parties as foll ows: WHEREAS, the Township's Department of Public Works, intends to promote p u b li c safety for residents and students along Gregory Avenue; and WHEREAS, in order t o a d d r e s s public safety concerns, the T o w n s h i p a n d the County propose t o engage i n a joint initiative w hereby t h e Town ship's Department of Public Works may install and maintain rectangular rapid flashing beacons (RRFB) and within rig hts of way al l be long ing to the Co unty. The improvements will include associated curb ramps and striping of a crosswalk across Gregory Avenue. NOW THEREFORE, in consideration of the mutual covena nts a nd conditions contained he rein , the parties hereto do agree as follows: SECTION I TERM The i n i t i a t i v e s h a l l b e c o m e effec tive u p o n exec uti on b y the Township's Mayor a n d Director of Public Works and s h a l l c o n t i n u e u n t i l e ither s i d e t e r m i n a t e s this M e m o r a n d u m of A g r e e m e n t u n d e r t h e provi sions of Section I V bel ow. SECTION II DUTIES The installation, operation, maintenance, and removal (if n e c e s s a r y ) of the Township’s rectangular rapid flashing beacons (RRFB) and equipment on the County’s property shall be the exclusive duty and responsibility of the Town ship, its e lected officials, d e p a r t m e n t h e a d s , officers, age nts, servants and employees. At all times d u r i n g t h e l i f e of t h i s M e m o r a n d u m shall the rectangular rapid flashing beacons (RRFB) and equipment remain the property o f the Township. The duty of the Co unty shall

2 be to cooperate with the Township to ensure that the Tow n ship h a s access to rectangular rapid flashing beacons (RRFB) and equipment on an "as-needed " basis. These d u t i e s a n d responsibilities of this Agreement shall be subject t o the pro toco ls, directives a nd deci sions of the Bu si ness Administrator of the Township of West Orange, and the Co unty Exec utive of Essex Co unty, or th eir respective designees. SECTION III HOLD HARMLESS PROVISION In consideration of the use of Essex County Rights of Way for the installation and maintenance of rectangular rapid flashing beacons (RRFB) from the date of the Township's execution in perpetuity or until this Agreement is terminated under the provisions of Section IV below, the Township and its Department of Public Works agree to indemnify and save harmless the County of Essex, its elected and appointed officials, directors, department heads, officers, agents, servants and employees, against any and all liability, claims, judgments, demands, attorney's fees and expenses, arising out of, or related to, or in connection with the initiative to install, operate, maintain and remove (if necessary) the Township's rectangular rapid flashing beacons (RRFB) and equipment on the County's property and rights of way, including but not limited to claims based upon negligence by the way of commission or o missio n on the Tow n ship, its De partme nt of Public Works, o r its e lected officials, department head, officers, agents, servants and employees. This indemnification shall include but is not limited to any third-party claims, demands, causes of action, judgments, costs of litigation (including reasonable attorney fees) for bodily injury, death, personal injury and/or property damage occurring as a result of the Township's equipment being on the premises in whole or in part. This indemnification does not extend to liability arising from the intentional, tortious, or negligent acts or omissions committed by the elected and appointed officials, directors, department heads, officers, agents, servants, and employees of the County, nor any condition of the rights of way owned or operated by the County of Essex that are not directly related to the. Township's installation and maintenance of rectangular rapid flashing beacons (RRFB) and equipment. SECTION IV TERMINATION The parties agree that any other initiative

are not directly related to the. Township's installation and maintenance of rectangular rapid flashing beacons (RRFB) and equipment. SECTION IV TERMINATION The parties agree that any other initiative memoranda of understanding or agreement(s) executed between t h e parties shall be null and void after execution of this memorandum and that this memorandum shall be in full force and affect upon its execution. The parties agree that either party may cancel this memorandum of understanding upon thirty (30) days written notice of termination. Upon termination, the Township shall remove all equipment from the County’s property and rights of way within sixty (60) days.

3 SECTION VI ENTIRE CONTRACT This memorandum sets forth all covenants, promises, agreements, conditions, and understandings between the parties. There are no oral agreements or understandings between the parties hereto affecting or modifying this agreement. IN WITNESS WHEREOF, the parties have caused this memorandum to be executed on this day _______of ________________, 2025. Attest: The Township of West Orange: Karen J. Carnevale, R.M.C Susan McCartney Municipal Clerk Mayor