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Exhibit C i Mr. Scott Mayer County of Orange December 15,2015, Page 5 I maximum reimbursement amount of five Hundred.Thousand and no/100 Dollars ($500,000.00), I In the event that sorne portion of the cost of installing wet utilities within Bell Avenue serving both the ATEP Site and the SOCCCD Exchange Marcel qualify as a Capital Improvement project by IRWD then such portion shall not be included in the costs to be reimbursed by County to SOCCCD. In the event that SOCCCD obtains a refund from IRWD for any costs of installation of wet utilities after SOCCCD has receiver) a reimbursement payment from County for such utilities,then SOCCCD will remit one-half(1/2)of such refund to County, (c) Detnolition. The County will agree to reimburse SOCCCD for one-half(1/2) of the actual costs incurred by SOCCCD to demolish all above-ground, at-ground and below-ground structures on the County Exchange Parcel in an amount not to exceed Five Hundred Thousand and No/100 Dollars($500,000.00). S. Access to Bell .Avenue. (a) Cocmnon Access Point. The Parties agree that"Intersection 2"on Bell Avenue(the intersection closest to Red Bill Avenue as shown on the reap attached hereto as Exhibit AA) shall be shared by the Parties for access to the SOCCCD Exchange Parcel and to SOCCCD's parcel of land ("Contiguous Parcel")that is contiguous to the SOCCCD Exchange Parcel. Tile County's use of"Intersection 2" shall be limited to public access to the Center. The center of the access point at Intersection 2 ("Comment .access Paint") for access to the SOCCCD Exchange Parcel I and the Contiguous Parcel shall be the property line(`Property Line")between them, SOCCCD shall cause the Common Access Point to be included in the SOCCCD Required Improvements under the Bell Agreement so that the City shall be obligated to construct the Common .Access Point. In addition, the inclusion of the Common Access Paint in the SOCCCD Required Improvements will result in the costs of constructing the Common Access point to be included in the SOCCCD Required Costs. Upon submission of reasonable evidence to County by SOCCCD of itss reimbursernent payment to City for the costs of constructing the Common Access Pouf, County shall reimburse SOCCCD for one-half of such costs, subject to the maximum described in Section 4(a)above. (b) Coilmon Driveway. (i) Construction. The Parties agree that County will construct or cause to be constructed a driveway ("Common Driveway") starting at the Common Access Point and continuing westerly approximately three hundred sixty feet(360'). The centerline of the Common Driveway shall be the Property Line and its width shall be approximately thirty-nine feet (39'). SOCCCD and County will each be obligated to bear one-half(1/2) of the costs of design and construction of the Common Driveway. The design of the Common Driveway and the budget for constructing the same shall be agreed upon by the Parties prior to the commencement of construction pursuant to the review contemplated by Paragraph 3(c) above. The parties Page 5 of 11 2sc-3o i