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Exhibit C Mr. Scott Mayer County of Orange December 15, 2015, Page 2 (b) Bell A rreement. SOCCCD and City entered into that certain "Infrastructure Construction and Payment Agreement (Bell Avenue)" dated May 22, 2013 ("Bell Agreement ") which provides for the extension of a public street known as Bell Avenue from Red Hill Avenue to Armstrong Avenue. The portion of the Bell Avenue between Red Hill Avenue and Armstrong Avenue is hereinafter called "Bell Avenue." The SOCCCD Exchange Parcel abuts Bell Avenue on its south side, and parcels of land held by SOCCCD abut Bell Avenue on both its north and south sides. Under the Bell Agreement, the City will construct Bell Avenue and SOCCCD and City will each bear one -half of its costs of design and construction of Bell Avenue, which are defined in the Bell Agreement as the "Shared Costs." In addition, the City will construct certain improvements, including curb cuts, specified by SOCCCD, which are called " SOCCCD Required improvements" in the Bell Agreement. SOCCCD has agreed to reimburse the City for one hundred percent of the costs thereof, which costs are called the " SOCCCD Required Costs" in the Bell Agreement. The SOCCCD Required Costs are not included in the Shared Costs, 2. Amendment No. 5. The Parties will negotiate and enter into an amendment to the Exchange Agreement ( "Amendment No. 5 ") (which may take the form of an amended and restated Exchange Agreement), which will include the following terms and conditions: (a) CI_ osin . Pursuant to the Exchange Agreement, an escrow (the "Escrow ") was opened with First American Title Company ( "Escrow Holder ") Upon the close of transactions contemplated by Amendment No. 5 ( "Closing "), the following will simultaneously occur: (i) Withdrawal Letter. Upon the Closing, the Escrow Holder will be irrevocably instructed to submit the Withdrawal Letter (described under SOCCCD's Conditions hereinbelow) to the Department of Education with a copy to each of the Navy and the City. (ii) Ground Lease. A ground lease ( "Ground Lease ") between the Parties by which SOCCCD leases to County the SOCCCD Exchange Parcel with the terms and conditions described herehnbelow will become effective, with possession of the SOCCCD Exchange Parcel going to the County through the Ground Lease. (iii) Reimbursements. (1) Reimbursement Obligations, The County will become obligated to reimburse SOCCCD for one -half (112) of SOCCCD's one -half portion of the "Shared Costs" as defined in the Bell Agreement, all as more fully described herembelow. SOCCCD will provide to County for its review and approval prior to execution of Amendment No. 5 the same backup information as was provided to the City concerning the costs of demolition of structures in the right -of -way, for Bell Avenue ( "Standing ROW Demo Costs "), which costs are included in the Shared Costs. In addition, SOCCCD will provide to County for its review and approval all backup information that it receives from the City pursuant to the Bell Agreement concerning the Shared Costs to be incurred by City. 25C -27 Page 2 of 11