19-Deliberate and act on a resolution approving the execution of a Reciprocal Easement Agreement between the City of Paris and William De.G. Hayden

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exceeding fifty percent (50%) of the area of such access point and/or drive, or the owner of Parcel Two may wholly close off one of the two (2) current access points and/or drive leading to or from Parcel Two as shown on Exhibit A, provided the other current access point and/or drive leading to Parcel One is kept wholly open. 7. Hayden and any subsequent owner of Parcel One shall defend, indemnify and hold any other owner harmless from any claims, damages and/or judgments made by any third party arising out of or resulting from any occurrence within or upon, or pursuant to the use of, the cross easement of Parcel One subject to the easement. To the extent authorized by law, the City and any subsequent owner shall defend, indemnify and hold any other owner harmless from any claims, damages and/or judgments made by any third party arising out of or resulting from any occurrence within or upon, or pursuant to the use of, the cross easement on Parcel Two subject to the easement. The indemnities and duties to defend shall apply for the benefit of the owner of Parcel Three, their tenants, guests, invitees, successors and assigns. Provided, however, nothing stated in this section shall be interpreted as a waiver of the City's sovereign or governmental or official immunity. 8. The owners of all the Parcels shall not place or erect any fence, barrier, or other obstruction on the easement between the Parcels. 9. This easement may be signed in counterparts, each of which shall be deemed an original, but all of which shall constitute but one document. 10. The Museum is a third-party beneficiary of this Cross Easement Agreement and is entitled to enforce its provisions so long as it is a tenant of or as subsequent owner of Parcel Three. Nothing in this agreement shall be deemed or construed by any parry or by a third person to create the relationship of principal and agent, or of limited or general partners, or of joint venturers, or of any other association between the parties. 11. Any breach of this easement may be enforced by a remedy of specific performance (or other equitable remedy) as well as damages. The prevailing parry will be entitled to an award of attorney's fees and costs. The determination of the prevailing parry and amount of fees and costs awarded shall be set by a court. No waiver of any default of any obligation by any parry hereto shall be implied from any omission by the other parry to take any action with respect to such default. In addition to all other remedies available at law or in equity, upon the failure of a defaulting Owner to cure a breach of this Agreement within thirty (30) days following written notice thereof by an Owner or the Museum (unless, with respect to any such breach the nature of which cannot reasonably be cured within such 30-day period, the defaulting Owner commences such cure within such 30-day period and thereafter diligently prosecutes such cure to completion), the Museum or any Owner shall have the right to perform such obligation ~ (J0L19i