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Exhibit C i Mr. Scott Mayer County of Orange December 15, 2015, Page 6 E acknowledge that the design of the Common Driveway shall be subject to approval by the Division of State Architect. i (ii) De signs The parties agree to cooperate to agree upon the design of the j Common Access Point and the Common Driveway as soon as practicable so as not to delay the City's schedule for the construction of Bell Avenue. (iii) Site .Plan, Attached hereto as Exhibit B is a Conceptual Site Plan for the Center showing the approximate location of the Common Access Point and the Common Driveway, County;shall submit to SOCCCD a relined Site Plan for the Center for review prior to commencement of construction pursuant to .Paragraph 3(a) above. (iv) Recipracal Easement Agreement. The Parties shall enter into a Reciprocal Easement Agreement ("REA") concerning the Common Driveway, which shall be recorded against the SOCCCD Exchange Parcel and Contiguous Parcel by the escrow holder upon the Closing. The REA shall provide for the use of the Common Driveway for ingress and egress to both the SOCCCD Exchange Parcel and the Contiguous Parcel, for the maintenance thereof and for the sharing of costs of such maintenance between the yawners of the two parcels, The ILEA shall forbid.County to use the Common Driveway for any purpose other than public access to the Center. I (v) Other Cq�Lnty Aces Points to Bell Avenue. Counter shall be solely � responsible for all costs of the design and construction of all access lanes, curb cuts and other improvements required to provide access to Bell Avenue from the SOCCCD Exchange Parcel other than the Common Access Point and the Common Driveway. (c) TLips. SOCCCD has previously obtained from the City a determination of the average daily trips("ADTs")assigned to the ATEP Site. County shall be responsible for obtaining a determination from the City of the number of ADT's that will be assigned to the SOCCCD .Exchange Parcel and County shall make its own determination whether that number is adequate for the use and operation of the Center. To the extent required by the City, the County will cause the level of service to be analyzed by a traffic engineer and approved by the City prior to the issuance of any development permits or approvals by the City, which traffic analysis will assume that SOCCCD and all other property owners in Neighborhood A (as designated in the Specific Plan) use all of the ADTs that are assigned to such properties pursuant to the Specific Plan as in effect as of the date that Amendment No. 5 is executed. The number of ADTs required by the County for its use and operation of the Center on the SOCCCD Exchange Parcel shall not exceed the number of ADTs allocated to the SOCCCD Exchange Parcel or, prior to the issuance of any development permits, be found to substantially change the trip distribution or peak hour trips assumptions in the Specific Plan. 2�C-31 Page 6 of 11 �7 1