Agmt17 Belmont-Redwood Shores School District

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otherwise provided in this Lease to which City may resort cumulatively or in the alternative, however in no event shall City be entitled to recover consequential damages from District: (i) City Right to Continue Lease. City may elect to keep this Lease in effect and enforce by an action at law or in equity all of its rights and remedies under this Lease, including the right to perform District's obligations and be reimbursed by District for the cost thereof. For so long as this Lease continues in effect, City may enforce all of City's rights and remedies under this Lease. (ii) Citv Right to Perform. Upon the occurrence and continuance of a District Default, and without waiving or releasing District from any obligation, City may (but shall not be required to) perform such act on District's part to be made or performed under this Lease, and City may enter the New Project for such purpose and take all such action thereon as may be reasonably necessary therefor. All costs and expenses incurred by City in connection with the performance of any such act shall be paid to City within thirty (30) days after receipt of City's demand therefor and documentation of costs incurred. (iii) Termination. The parties shall cooperate in good -faith in taking all reasonable steps to avoid termination for District Default. Upon the occurrence and continuance of a District Default, City may terminate this Lease by giving District written notice of termination, which event this Lease shall terminate on the date set forth for termination in such notice, which shall be no less than one year (365 days) after written notice of termination. Upon Lease Termination hereunder, in accordance with applicable law, City may at its sole election: (a) re-enter the New Building and take possession thereof. Upon taking possession of the New Classroom Building for District Default, City shall pay District the fair market value of the District's interest in the Premises and the New Classroom Building. City and District shall cooperate in establishing a fair and impartial process for determining the fair market value of the District's interest in the Premises and the New Classroom Building if City takes possession. All other provisions in this Lease relating to termination that are not modified by this Subsection shall remain in force; or (b) require that District remove the New Classroom Building and restore the Premises to its prior condition, all at District's sole cost and expense. Such removal work will be subject to the requirements of Section 10 of this Lease. All other provisions in this Lease relating to termination that are not modified by this Subsection shall remain in force 24.3 Citv's Default. City shall be in Default under this Lease if City fails to properly perform any of its material obligations under this Lease or materially breaches this Lease ("City Default") and such failure or breach continues for ninety (90) days after City receives a Notice of Breach. If a City Default cannot, with due diligence, be cured within ninety days, then there shall be a City Default only if City fails to commence within ninety days after it receives the Notice of Breach to cure the same or, thereafter, having begun to cure fails to prosecute the curing of such default continuously, with due diligence. In no event shall District be entitled to recover from City consequential damages for any breach of this Lease. 24.4 Excuse of Performance. Notwithstanding any other provision of this Lease to the contrary, any failure by City or District to perform any duty or obligation set forth in this Lease shall not be deemed a breach of or default in the performance of this Agreement if such failure to perform is caused by fire, earthquake, flood, hurricane, the elements, acts of God or the public enemy; actions, restrictions, limitations or interference of other governmental authorities or their agents; enforcement of applicable provisions of federal, state, or local law; war; invasion, insurrection; rebellion; riots; strikes or lockouts; or inability to perform which is beyond the reasonable control of City or District. ATTY/AGR/2017.041/GROUND LEASE —SANDPIPER REV: 03-01-1715 Page 17 of 33