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shall be reduced to reflect, if any, the negative impact on District's operation as a result of such Partial Taking, which
<br />shall be determined with regard to the utility to District of the area taken. Any Rent adjustment shall become effective
<br />as of the earlier of (a) the date of the vesting of title in the condemning authority of the portion of the Premises taken,
<br />or (b) the date actual physical possession of the portion of the Premises is taken by the condemning authority. In the
<br />event of a Partial Taking, District, at its sole cost and expense subject to (and only to the extent of) receipt of an award
<br />to District from the Taking agency specifically earmarked for severance damages, and District's offset against such
<br />specific award of all costs incurred in procuring such award, shall, at City's election, either (i) restore the New
<br />Classroom Building to a complete architectural unit, consistent with the requirements of this Lease, to the maximum
<br />extent feasible, or (ii) demolish and remove all or a portion of the New Classroom Building situated on the portion of
<br />the Premises not taken and restore such portion to a clean and neat condition. For the sake of clarity, all such
<br />restoration, demolition, or removal work will be subject to the requirements of Section 10 of this Lease.
<br />(b) Award in the Event of Partial Taking. In the event of a Partial Taking, the award shall be applied equally
<br />to the demolition and removal of New Classroom Building as well as the restoration, repair and replacement by District
<br />of the Premises and the New Classroom Building that were not taken.
<br />26.6 Citv's Taking. Notwithstanding anything in this lease to the contrary, if City exercises any powers of
<br />eminent domain it may have, then (i) District shall be entitled to the entire award attributable to such condemnation
<br />and (ii) District shall have the right to terminate this Lease in part or whole, as determined by District in its reasonable
<br />discretion. If District elects partial or whole termination pursuant to this Section, District shall provide written notice
<br />to City setting forth the termination date and reduced rent. The revised rent shall be prorated based on District's loss
<br />of value or use determined by District in its reasonable discretion.
<br />26.7 Temoorary Taking Less than 60 days. If a Temporary Taking of the Premises occurs, the Lease shall
<br />remain unaffected. District, shall, however be entitled to receive that portion of any Award representing compensation
<br />for the use or occupancy of the Premises during the period of the Temporary Taking.
<br />26.5 Participation in Settlement Negotiations. City and District shall both have the right to participate in the
<br />negotiation, settlement or compromise of all awards.
<br />26.9 Survival. The Parties' rights and obligations under this section 26, including their rights to receive
<br />proceeds, shall survive any termination of this Lease.
<br />SECTION 27 ESTOPPEL CERTIFICATES
<br />(a) District Estonnel Certificate. At any time and from time to time, within thirty (60) days after receipt of a
<br />written request by City, District shall deliver to City a statement in writing certifying (i) that this Lease is unmodified
<br />and in full force and effect (or if there shall have been modifications that the same is in full force and effect as modified
<br />and stating the modifications); (ii) the dates to which the Rent and any other deposits or charges have been paid; and
<br />(iii) stating whether or not, to the current actual knowledge of District, City is in default in the performance of any
<br />covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which District
<br />may have knowledge. The estoppel certificate may be relied upon by the receiving Party, and any prospective lender,
<br />lessee or transferee.
<br />(b) Citv Estonnel Certificate. At any time and from time to time, within thirty (60) days after receipt of a
<br />written request by District, City shall deliver to District a statement in writing certifying (i) that this Lease is
<br />unmodified and in full force and effect (or if there shall have been modifications that the same is in full force and
<br />effect as modified and stating the modifications); (ii) the dates to which the Rent and any other deposits or charges
<br />have been paid, and (iii) stating whether or not, to the current actual knowledge of City, District is in default in the
<br />performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default
<br />of which City may have knowledge. The estoppel certificate may be relied upon by the receiving Party, and any
<br />prospective lender, lessee or transferee.
<br />ATTY/AGR/2017.041/GROUND LEASE — SANDPIPER
<br />REV: 03-01-171S
<br />Page 20 of 33
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