Agmt17 Belmont-Redwood Shores School District

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SECTION 23 DISTRICT TERMINATION Except as otherwise provided herein, the parties hereto agree that District may terminate this Lease and any obligations that do not expressly survive Lease Termination at any time during the Term by giving sixty (60) days written notice to City. For the sake of clarity, in the event that District terminates this lease pursuant to this Section 23, District shall not be entitled to receive the fair market value of the District's interest in the Premises and the New Classroom Building as provided by Section 24.2(b)(iii)(a) of this Agreement. The New Classroom Building shall become the property of the City at no cost to the City pursuant to Section 13.1 of this Lease, and District shall execute a quitclaim pursuant to Section 29.10(b) of this Lease and shall take all other actions to occur upon termination under this lease. SECTION 24 DEFAULT 24.1 Notice and ODDortunity to Cure. (a) Notice of Breach. In the event of a material breach, a Party shall deliver to the non-performing Party a written request to perform or remedy the alleged breach stating clearly the nature of breach and any applicable Cure Period (`Notice of Breach"). (b) Cure Period. The cure period shall be that period of time provided for by the terms of this Lease to cure default (`Cure Period"). In the event a Cure Period is not expressly provided for in the Lease, the cure period shall by be ninety (90) days. The Cure Period shall commence upon delivery of the Notice of Breach to the non-performing Party. Where an alleged breach cannot be reasonably cured within the applicable Cure Period, then there shall be default only if the non-performing Party fails to diligently and continuously prosecute the curing of such breach. (c) Tolline for DISDute Resolution. Notwithstanding anything in this Lease or the Joint Use Agreement to the contrary, there shall be no Event of Default with respect to a matter that is the subject of ongoing dispute resolution as provided for in Section 24 of this Lease. (d) Failure to Give Notice of Breach. The failure of a Party to give, or delay in giving, Notice of Breach shall not constitute a waiver of any obligation, requirement or covenant required to be performed hereunder. Except as otherwise expressly provided in this Lease, any failures or delays by either Party in asserting any rights and remedies as to any breach shall not operate as a waiver of any breach or of any such rights or remedies. Delays by either Party in asserting any of its rights and remedies shall not deprive such Party of the right to institute and maintain any actions or proceedings which it may deem appropriate to protect, assert or enforce its rights or remedies. 24.2 District Default; Remedies. (a) District Default. Any of the following shall constitute an event of default by District (`District Default"): (i) District's failure to pay any monetary obligation due City; (ii) District's unreasonable failure to commence pre - construction or construction activities on the New Project after receiving all required permits, subject to extension for unavoidable delays; (iii) District's unreasonable failure to diligently pursue construction of the New Project to completion, subject to extension for unavoidable delay; (iv) District's failure to occupy or use the New Classroom Building or Premises for a Permitted Use for 12 consecutive months, provided however that City must provide a Notice of Default no sooner than one year after such abandonment and District shall have one year from receipt of such notice to cure; or (v) District's unreasonable failure to perform any material obligation under the Lease. For the purposes of this provision "unavoidable delays" means delays due to strikes, acts of God, acts of the elements, inability to obtain labor, materials or utilities, governmental restrictions or moratoria, enemy action, earthquakes, civil commotion, war, failure of City to comply with Lease provisions, which failure results in delay to District, unavoidable casualty or similar causes beyond the reasonable control of District. (b) Remedies for District Default. In the event of a District Default that is not cured within the applicable cure period, City shall have the following remedies in addition to all other rights and remedies provided by law or ATTY/AGR/2017.041/GROUND LEASE -SANDPIPER REV: 03-01-17 JS Page 16 of 33