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Exhibit C Mr. Scott Mayer County of Orange December 15; 2015, Page 3 (2) Reimbursemenr.Pavment. SOCCCD has already incurred expenses for the Standing ROW Demo Costs, as more fully explained in Section 4(a) below; therefore, upon Closing, County will be obligated to reimburse SOCCCD for one -half of the amount of the credit SOCCCD has earned to offset SOCCCD's obligation to reimburse City for other Shared Costs. Consequently, County shall pay to SOCCCD through the escrow at Closing (either by check or wire transfer) a payment in the amount of Five Hundred Nineteen Thousand Three Hundred Six and No /100 Dollars ($519,306.00) (the `Reimbursement Payment ") representing reimbursement for County's share of Shared Costs already incurred by SOCCCD for the Standing ROW Demo Costs. (b) Mutual Assistance. The Parties will be bound to cooperate and assist one another and use commercially reasonable efforts to accomplish the following: (i) FOST 9. Persuading the Navy to issue FOST 9 as soon as practicable. (ii) County Exchange Parcel. Persuading the Navy to add the County Exchange Parcel to that certain Lease in furtherance of Conveyance between the Navy and the City dated May 13, 2002 ( "LIFOC ") and persuading the City to add the County Exchange Parcel to that certain Sublease between SOCCCD and City dated April 29, 2004. (e) Close of the Exchanao. The Exchange Agreement, as amended by Amendment No. 5, will remain in effect and the Parties will be obligated to effectuate the close of the exchange of fee title to the SOCCCD Exchange Parcel and fee title to the County Exchange Parcel as contemplated in the Exchange Agreement, 3. Ground Lease. The Ground Lease will be on the standard form adopted by SOCCCD for ground leases at ATEP and conformed to this transaction. The form of Ground Lease will be included as an Exhibit to Amendment No. 5 and will be subject to County's prior approval. A portion of the SOCCCD Exchange Parcel is subject to the LiFOC and the Sublease. That portion of the SOCCCD Exchange Parcel will be sub-subleased by SOCCCD to County. The Ground Lease, including the sub - sublease, will have the following terms: (a) Free Rent Period, For a period of five (5) years after the Closing, a de minimus ground rent of One and no/100 Dollar ($1,00) per year will be payable by County to SOCCCD. (b) Rent Panents Dua. Commencing on the first day of the sixth (61r') year after the Closing, rental payments will be due and owing in monthly installments at a rental rate equal to Two Hundred Thousand and no /100 Dollars ($200,000.00) per annum, increased each year on the anniversary date of the first rental payment by five percent (5 %) of the rental amount then payable. Upon the close of the Exchange, County will become both lessor and lessee under the Ground Lease, and the Ground Lease will terminate by operation of law. 25C -28 Page 3 of 11