224-26 MOU.pdf

2 under the provisions of Section IV below. SECTION II DUTIES The installation, operation, maintenance, and removal (if necessary) of t h e Township’s Improvements and equipment o n t h e County’s property shall be the exclusive duty and responsibility of the Township, its elected officials, department h e a d s , officers, agents, servants, and employees. At all times during t h e life of this Agreement t h e Improvements and equipment shall remain the property of the Township. The duty of the County shall be to cooperate with the Township to ensure that the Township has access to the Improvements and equipment on an "as-needed" basis. The duties a n d responsibilities under this Agreement shall be subject to the protocols, directives and decisions of the Business Administrator of the Township of West Orange, and the County Executive of Essex County, or their respective designees. SECTION III HOLD HARMLESS PROVISION In consideration of the use of Essex County Rights of Way for the installation and maintenance of the Improvements 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 Improvements and equipment on the