Res 2023-019/approving an airport facility redevelopment agreement for commercial use with US Aviation Group, LLC for the lease of airport

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DocuSign Envelope ID:CFOA3C46-0329-49E2-B3D4-269BO64BBEC1 18.04 Headinr;s. The captions used in this Lease are for convenience only and do not in any way limit or amplify the terms and provisions of this Lease. 18.05 Nonwaiver of Rights. No waiver of default by either party of any terms,covenants and conditions hereof to be performed,kept and observed by the other party shall be construed as,or shall operate as,a waiver of any subsequent default of any of the terms,covenants or conditions herein contained, to be performed,kept and observed by the other party. 18.06 Force Majeure: Whenever a period of time is prescribed for action to be taken by Lessor or Lessee, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations or restrictions or any other causes beyond the reasonable control of Lessor or Lessee (herein, "force majeure") shall be excluded from the computation of any such period of time. 18.07 Quiet Enjoyment. Lessor represents and warrants that it has the lawful authority to enter into this Lease and has title to the Leased Premises. Lessor further covenants that Lessee shall have and enjoy undisturbed possession of the Leased Premises as long as Lessee performs its obligations under this Lease. This Lease is subject, however, to the rights of the United States of America during periods of national emergency and its right to take all or a portion of the Airport for federal activities,as provided herein. 18.08 No Partnership. This Lease shall not be construed as creating the relationship of principal and agent or of partnership or of joint venture between the parties. The only relationship between the parties is that of Lessor and Lessee. 18.09 No Brokers. Lessee warrants that it has had no dealings with any broker or agent in connection with the negotiation or execution of this Lease, and Lessee agrees to indemnify and hold Lessor and Airport Management harmless from and against any and all costs, expense or liability for commissions or other compensation charges payable to any broker or agent of Lessee with respect to this Lease. 18.10 Governing Law; Venue, Dispute Resolution. The parties agree that the laws of the State of Texas shall govern this Lease and that exclusive venue for enforcement of this Lease shall lie in Hays County,Texas. In the event a claim,dispute,or controversy(defined for the purposes of this Lease as "Claim") arises out of or relates to this Lease, Lessor and Lessee agree that, as a condition precedent to litigation, Lessor(or, at Lessor's direction, Airport Manager) shall meet and attempt to resolve the matter within five(5)business days of a party's request. 18.11 Charitable Immunity or Exemption. If Lessee is a charitable association,corporation, partnership, individual enterprise or entity and claims immunity to or an exemption from liability for any kind of property damage or personal damage,injury or death,Lessee hereby expressly waives its rights to plead defensively any such immunity or exemption as against Lessor and Airport Management. 18.12 Notices. Notices required of either party pursuant to the provisions of this Lease shall be conclusively determined to have been delivered to the other party when (i) hand-delivered to the other party, or(ii) mailed in the United States Mail, postage prepaid, certified, with return receipt requested,to the address specified below: _I8,.