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7.3.Ownership and Maintenance Responsibility of the Signal Systems, Accessible Pedestrian System (APS). 7.3.1. Ownership and maintenance of the signal systems and APS are detailed in Exhibit A to the parties’ existing Agreement for Maintenance of Traffic Control Signal System Control \[Ramsey County Agreement No. PW2023-13M\]. 7.4. Ownership and Maintenance Responsibility of the Sidewalk and Trail. 7.4.1. The County will own the sidewalk and trail, and is responsible for future overlay, or reconstruction improvements. 7.4.2. The City will perform routine maintenance of the sidewalk and trail, including snow and ice removal, sweeping, crack sealing, debris removal, vegetation control, panel replacement, settlement adjustments, etc. 8. The City grants the County temporary construction easements over all City-owned right-of-way and City-owned property within the limits of the Project and as necessary to complete the Project for use during construction at no cost to the County. 9. The City and County shall indemnify, defend, and hold each other harmless against any and all liability, losses, costs, damages, expenses, claims, or actions, including attorney’s fees, which the indemnified party, its officials, agents, or employees may hereafter sustain, incur, or be required to pay, arising out of or by reason of any act or omission of the indemnifying party, its officials, agents, or employees, in the execution, performance, or failure to adequately perform the indemnifying party’s obligation pursuant to this Agreement. Nothing in this Agreement shall constitute a waiver by the County or the City of any statutory or common law immunities, limits, or exceptions on liability. 10. COUNTERPARTS: The parties may sign this Agreement in counterparts, each of which constitutes an original, but all of which together constitute one instrument. 10.1. ELECTRONIC SIGNATURES: The parties agree that the electronic signature of a party to this Agreement shall be as valid as an original signature of such party and shall be effective to bind such party to this Agreement. The parties further agree that any document (including this Agreement and any attachments or exhibits to this Agreement) containing, or to which there is affixed, an electronic signature shall be deemed (i) to be “written” or “in writing”, (ii) to have been signed and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. For purposes hereof, “electronic signature” also means a manually signed original signature that is then transmitted by any electronic means, including without limitation a faxed version of an original signature or an electronically scanned and transmitted version (e.g., via PDF) of an original signature. Any party’s failure to Page 5 of 8 Qbhf!245!pg!263