Township Council Meeting — Packet

October 2024 New Jersey Department of Transportation Division of Local Aid and Economic Development Federal Aid Cost Reimbursement Agreement APPENDIX C CERTIFICATION OF NEW JERSEY DEPARTMENT OF TRANSPORTATION In executing the Agreement the STATE'S signatory certifies that to the best of his knowledge, the SUBRECIPIENT or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this Agreement, to: 1. employ or retain, or agree to employ or retain, any firm or person, or 2. pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind. 28

October 2024 New Jersey Department of Transportation Division of Local Aid and Economic Development Federal Aid Cost Reimbursement Agreement APPENDIX D NJDOT CODE OF ETHICS FOR VENDORS 1. No vendor* shall employ any NJDOT officer or employee in the business of the vendor or professional activity in which the vendor is involved with Department officer or employee. 2. No vendor shall offer or provide any interest, financial or otherwise, direct or indirect, in the business of the vendor or professional activity in which the vendor is involved with the Department officer or employee. 3. No vendor shall cause or influence or attempt to cause or influence any NJDOT employee or officer in his or her official capacity in any manner which might tend to impair the objectivity or independence of judgment of that NJDOT officer or employee. 4. No vendor shall cause or influence, or attempt to cause or influence, any NJDOT officer or employee to use or attempt to use his or her official position to secure any unwarranted privileges or advantages for that vendor or for any other person. 5. No vendor shall offer any NJDOT officer or employee any gift, favor, service or other thing of value under circumstances from which it might be reasonably inferred that such gift, service or other thing of value was given or offered for the purpose of influencing the SUBRECIPIENT in the discharge of his or her official duties. In addition, employees or officers of NJDOT will not be permitted to accept breakfasts, lunches, dinners, alcoholic beverages, tickets to entertainment and/or sporting events or any other item which could be construed as having more than nominal value. NOTE: This Section would permit an NJDOT employee or officer to accept food or refreshments of relatively low monetary value provided during the course of a meeting, conference or other occasion where the employee is properly in attendance (for example - coffee, danish, tea or soda served during a conference break). Acceptance of unsolicited advertising or promotional materials of nominal value (such as inexpensive pens, pencils or calendars) would also be permitted. Any questions as to what is or is not acceptable or what constitutes proper conduct for a Departmental employee or officer should be referred to the Department's Ethics Liaison Officer or his or her designee. 6. This code is intended to augment, not

or what constitutes proper conduct for a Departmental employee or officer should be referred to the Department's Ethics Liaison Officer or his or her designee. 6. This code is intended to augment, not to replace existing administrative orders and the current Departmental Code of Ethics. 7. This code shall take effect immediately upon approval of the NJ Executive Commission on Ethical Standards and adoption by the NJDOT. *Vendor is defined as any general contractor, subcontractor, consultant, person, firm, corporation or organization engaging in or seeking to do business with NJDOT. ________________________________________ Adopted on the 16th day of December, 1987 29

October 2024 New Jersey Department of Transportation Division of Local Aid and Economic Development Federal Aid Cost Reimbursement Agreement APPENDIX E CERTIFICATION OF SUBRECIPIENT ELIGIBILITY I _____________________________________ hereby certify under penalty of perjury under the laws of the United States, that except as noted below, the company or any person associated therewith in the capacity of owner, partner, director, officer, principal, Project director, manager, auditor, or any position involving the administration of State funds: is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal, State or local government agency; has not been suspended, debarred, voluntarily excluded or determined ineligible by any federal, State or local government agency within the past 3 years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against (it) by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past 3 years. (Insert exceptions - for any exception noted, indicate to whom it applies, initiating agency, and dates of action. Providing false information may result in criminal prosecution or administrative sanctions. If no exceptions, insert "None".) Attest: SUBRECIPIENT ____________________________________ ____________________________________ Date: __________________ 30

October 2024 New Jersey Department of Transportation Division of Local Aid and Economic Development Federal Aid Cost Reimbursement Agreement APPENDIX F AMERICANS WITH DISABILITIES ACT Equal Opportunity For Individuals With Disabilities. The SUBRECIPIENT and the STATE do hereby agree that the provisions of Title II of the Americans With Disabilities Act of 1990 (the “Act”) (42 U.S.C. Sec. 12101 et seq.), which prohibits discrimination on the basis of disability by public entities in all services, programs, and activities provided or made available by public entities, and the rules and regulations promulgated pursuant thereunto, are made a part of this contract. In providing any aid, benefit, or service on behalf of the STATE pursuant to this contract, the SUBRECIPIENT agrees that the performance shall be in strict compliance with the Act. In the event that the SUBRECIPIENT, its agents, servants, employees, or sub consultants violate or are alleged to have violated the Act during the performance of this contract, the SUBRECIPIENT shall defend the STATE in any action or administrative proceeding commenced pursuant to this Act. The SUBRECIPIENT shall indemnify, protect, and save harmless the STATE, its agents, servants, and employees from and against any and all suits, claims, losses, demands, or damages of whatever kind or nature arising out of or claimed to arise out of the alleged violation. The SUBRECIPIENT shall, at its own expense, appear, defend, and pay any and all charges for legal services and any and all costs and other expenses arising from such action or administrative proceeding or incurred in connection therewith. In any and all complaints brought pursuant to the STATE’S grievance procedure, the SUBRECIPIENT agrees to abide by any decision of the STATE which is rendered pursuant to said grievance procedure. If any action or administrative proceeding results in an award of damages against the STATE or if the STATE incurs any expense to cure a violation of the ADA which has been brought pursuant to its grievance procedure, the SUBRECIPIENT shall satisfy and discharge the same at its own expense. The STATE shall, as soon as practicable after a claim has been made against it, give written notice thereof to the SUBRECIPIENT along with full and complete particulars of the claim. If any action or administrative proceeding is brought against the STATE

has been made against it, give written notice thereof to the SUBRECIPIENT along with full and complete particulars of the claim. If any action or administrative proceeding is brought against the STATE or any of its agents, servants, and employees, the STATE shall expeditiously forward or have forwarded to the SUBRECIPIENT every demand, complaint, notice, summons, pleading, or other process received by the STATE or its representatives. It is expressly agreed and understood that any approval by the STATE of the services provided by the SUBRECIPIENT pursuant to this contract will not relieve the SUBRECIPIENT of the obligation to comply with the Act and to defend, indemnify, protect, and save harmless the STATE pursuant to this paragraph. It is further agreed and understood that the STATE assumes no obligation to indemnify or save harmless the SUBRECIPIENT, its agents, servants, employees and sub consultants for any claim which may arise out of their performance of this Agreement. Furthermore, the SUBRECIPIENT expressly understands and agrees that the provisions of this indemnification clause shall in no way limit the SUBRECIPIENT’S obligations assumed in this Agreement, nor shall they be construed to relieve the SUBRECIPIENT from any liability, nor preclude the STATE from taking any other actions available to it under any other provisions of this Agreement or otherwise at law. 31

20-26 January 20, 2026 RESOLUTION WHEREAS, the Township of West Orange desires to improve safety for residents and students along Gregory Avenue, an Essex County Road, south of Walker Road in the vicinity of the Gregory Elementary School located at the intersection of Gregory Avenue and Walker Road; and WHEREAS, the Township Department of Engineering proposes approximately 40-50 delineators along the westerly curbline of Gregory Avenue from Lawrence Avenue to Walker Road; and WHEREAS, Essex County is willing, upon the request by the Township of West Orange, to allow the installation of delineators along Gregory Avenue from Lawrence Avenue to Walker Road to improve safety for residents and students; and WHEREAS, Mayor Susan McCartney and her Administration support the request for delineators along Gregory Avenue south of the Gregory Elementary School located at the intersection of Gregory Avenue and Walker Road; WHEREAS, the County of Essex has requested that the township execute a hold harmless and indemnification agreement in consideration for its consent and the same meets with the Township attorney’s approval; and WHEREAS, the Township Council of the Township of West Orange concur with and support the request. NOW, THEREFORE, BE IT RESOLVED by the Township Council of the Township of West Orange that the request by the Township to Essex County to install 40-50 delineators on Gregory Avenue Lawrence Avenue to Walker Road to improve pedestrian and student safety is hereby endorsed. BE IT FURTHER RESOLVED, that the Municipal Clerk, Karen J. Carnevale, submit a certified copy of this Resolution to the Essex County Engineer and Public Works Director, Sanjeev Varghese. BE IT FURTHER RESOLVED, that the Mayor is hereby authorized to executed the hold harmless and indemnification agreement in a form substantially similar to the form attached hereto. Karen J. Carnevale, R.M.C., Municipal Clerk Adopted: January 20, 2026 Susan Scarpa, Council President

20-26 MEMORANDUM OF UNDERSTANDING POSTING OF TOWNSHIP EQUIPMENT ON COUNTY PROPERTY AND RIGHTS OF WAY This Memorandum of Understanding between the TOWNSHIP OF 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 Departments of Engineering and Public Works, and the directors, officers, employees and agents of each, and the COUNTY OF ESSEX (hereafter "County"), located at 465 Dr. Martin Luther K i ng, Jr., Boulevard, Newark, New Jersey 07102, contains the entire understanding of the parties as follows: WHEREAS, the Township's Department of Engineering, intends to promote public safety for residents and students along Gregory Avenue from Lawrence Avenue to Walker Road; and WHEREAS, in order to address public safety concerns, the Township and the County propose to engage in a joint initiative whereby the Township's Department of Public Works may install and maintain delineators and within rights of way al l belonging to the County. NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties hereto do agree as follows: SECTION I TERM The initiative shall become effective upon execution by the Township's Mayor and Director of Engineering and Public Works and shall continue until either side terminates this Memorandum of Agreement under the provisions of Section IV below. SECTION II DUTIES The installation, operation, maintenance, and removal (if necessary) of the Township’s delineators and equipment on the County’s property shall be the exclusive duty and responsibility of the Township, its elected officials, department heads, officers, agents, servants, and employees. At all times during the life of this Memorandum shall the delineators and equipment 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 delineators and equipment on an "as-needed" basis. These duties and responsibilities of 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. 1

SECTION III HOLD HARMLESS PROVISION In consideration of the use of Essex County Rights of Way for the installation and maintenance of delineators 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 Engineering and 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 delineators 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 omission on the Township, its Department of Engineering and Public Works, or its elected 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 delineators and equipment. SECTION IV TERMINATION The parties agree that any other initiative memoranda of understanding or agreement(s) executed between the 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. SECTION VI ENTIRE

ng 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. 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. 2