Township Council Meeting — Packet

under th e 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 s h a l l b e the e x c l u s i v e 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 Memorandum s h a l l t h e Improvements 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 Improvements and equipment on an "as- needed" basis. These d u t i e s a n d responsibilities of this Agreement s h a l l 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 t 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 an y 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 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 Public Works, or its elected officials, 2