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<br /> fPLTJ@!%@U
<br />Property resulting directly or indirectly from the use or enjoyment of the Encroaching
<br />Improvements Easement or the Encroaching Improvements, Louisville shall promptly restore the
<br />Encroaching Improvements Easement Area, and all other affected property of Mayhoffers, to
<br />substantially the same condition in which they existed prior to such maintenance, repair,
<br />replacement, damage or other deterioration. Except for costs and expenses of repair or other
<br />work necessitated by or resulting from the negligence or intentional misconduct of Mayhoffers or
<br />any of their employees, agents or contractors, which shall be the responsibility of and paid by
<br />Mayhoffers, L,ouisville shall promptly pay all bills and expenses associated with any
<br />maintenance, repair, replacement or other work associated with the Encroaching Improvements
<br />Easement or the Encroaching Improvements, and shall keep Mayhoffers' Property free and clear
<br />of any and all mechanic's or other liens in connection therewith. Mayhoffers shall not be liable
<br />to Louisville or to any other person for or on account of any injury or damage to persons or
<br />property by reason of any act or thing done or omitted to be done by Louisville or by any agent.
<br />employee, contractor, licensee, permittee or invitee of Louisville, and LouisviIle shall be
<br />responsible for any and all actions, claims, demands, injuries, deaths, losses, liabilities, damages.
<br />expenses (including attomeys' fees), and other haon of whatever kind or character, arising out of
<br />or in any way related to any such maintenance, repair or replacemellt or arising out of or in any
<br />'vvay related to the use or enjoyment of the Encroaching Improvements Easement. the
<br />Encroaching Improvements or the Encroaching Improvements Easement Area by Louisville or by
<br />any agent, employee, contractor, licensee, permittee or invitee of Louisville. Nothing contained
<br />in the foregoing provisions of this paragraph or elsewhere in this Agreement is or shall be
<br />construed as an authorization for Louisville to enter upon or utilize any lands or property of
<br />Mayhoffers other than the Encroaching Improvements Easement Area in connection with the use
<br />and enjoyment of the Encroaching Improvements Easement or the Encroaching Improvements.
<br />5. Construction. The language in all pal1s of this Agreetnent shall in all cases be
<br />construed according to its fair meaning and not strictly for or against any Party. The headings
<br />contained in this Agreement are for convenience and reference only, and shall not be used in the
<br />interpretation of this Agreement or any provision hereof. Whenever used in this Agreement,
<br />unless the context clearly requires oth(~rwise, the singular number shall include the plural and the
<br />plural shall include the singular, and the use of any gender shall be applicable to the feminine,
<br />masculine and neuter genders. This Agreement is made and entered into for the sole protection
<br />and benefit of the Parties and their respective heirs, personal representatives, successors and
<br />assigns. and no party other than the Parties and their respective heirs, personal representatives,
<br />successors and assigns shall have any right or action or claim based upon this Agreement.
<br />6. No Waiver. Neither Party shall be deemed to have waived any provision hereof
<br />unless such waiver is in writing and signed by such Party. No waiver by either Party of any
<br />particular breach or default on the part of the other Party shall bc deemed a ,vaiver of any other
<br />breach or default or of the same or any similar breach or default in the future.
<br />7. No Waiver of Governmental Immunitv Relative to Third Parties. Louisville does
<br />not waive or intend to waive by any provision of this Agreement the limitations on liability or
<br />other protections which are provided to Louisville and its employees under the Colorado
<br />Govemmental Immunity Act, C.R.S. :~ 24-10-101, et seq., with respec.t to any claims asserted by
<br />any third parties; but this provision shall not negate, limit, alter or affect any of Louisville's
<br />obligations under the express provisions of this Agreement to Mayhoffers or to Mayhoffers heirs,
<br />personal representatives, successors or assigns.
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