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Exhibit C <br />Mr. Scott Mayer <br />County of Orange <br />December 15, 2015, Page 4 <br />(c) Uses Development Coordination. The permissible uses and the use restrictions <br />contemplated in Section 33.2 ofthe Original Exchange Agreementto be imposed on the SOCCCD <br />Exchange Parcel upon the close of the Exchange will also be incorporated into the Ground Lease. <br />In addition, the requirements of Section I1 of the Original Exchange Agreement concerning <br />development coordination will be incorporated into the Ground Lease (including the right of <br />SOCCCD to review and comment on each set of Plans for the SOCCCD Exchange Parcel prior to <br />submission of the same to the County Planning Department or the City). <br />4. Reimbursement Obligations. The County will reimburse SOCCCD for the costs <br />described below within thirty (30) days after SOCCCD furnishes a demand therefor together with <br />substantiation thereof reasonably acceptable to County to indicate that SOCCCD has expended <br />funds in the amount requested to be reimbursed. The County's obligations to reimburse SOCCCD <br />for certain costs are as set forth below: <br />(a) Bell Avenue Construction Costs. County will reimburse SOCCCD for one -half <br />('V2) of the actual amount of Shared Costs that SOCCCD is obligated to bear under the Bell <br />Agreement. The amount of County's obligation to reimburse SOCCCD for one -half of the Shared <br />Costs and for one -half of the costs of construction of the Common Access Point as provided in <br />Paragraph S(a) below shall not exceed Six Hundred Seventy -Five Thousand and no /100 Dollars <br />($675,000.00), SOCCCD has previously expended funds to cover the Standing ROW Demo Costs, <br />which are included in the Shared Costs, in the amount of Two Million Seventy -Seven Thousand <br />Two Hundred Twenty -Four and Noll 00 Dollars ($2,077,224.00) for which SOCCCD is entitled <br />to a credit of One Million Thirty - Eight Thousand Six Hundred Twelve and no /100 Dollars <br />($1,038,612,00) against its obligation to reimburse City for one -half of the Shared Costs, all as <br />evidenced by that certain Memorandum of Standing ROW Demolition Costs and SOCCCD Credit <br />between SOCCCD and City. The Reimbursement Payment described above represents the <br />payment by County of one -half of the amount of the credit already earned by SOCCCD. After the <br />Closing, there will remain One Hundred Fifty -Five Thousand Six Hundred Ninety -Four and <br />No /100 Dollars ($155,694.00) to be paid by County to SOCCCD for Shared Costs to be incurred <br />by City in the design and construction of Bell Avenue until County shall have paid the maximum <br />described above (the "Remaining Construction Reimbursement Obligation "). <br />(b) Bell Avenue Utilities_ The County is currently studying whether to install (at its <br />expense) the wet and dry utilities serving the SOCCCD Exchange Parcel in Armstrong Avenue or <br />in Bell Avenue. SOCCCD does not intend to install any dry utilities in Bell Avenue. SOCCCD <br />has given City specifications for storm drain capacity and the Irvine Ranch Water District <br />(`BRWD ") specifications for potable water, reclaimed water and sanitary sewer. If County elects <br />to utilize any of such wet utilities serving the SOCCCD Exchange Parcel in Bell Avenue, then <br />County shall indicate to City or IRWD, as applicable, specifications to increase the capacity of <br />such utilities to the extent necessary to accommodate the needs of the SOCCCD Exchange Parcel, <br />In such event, the County will reimburse SOCCCD one hundred percent (100 %) of the actual <br />additional costs incurred by SOCCCD for the increased capacity of wet utilities subject to a <br />25C -29 Page 4 of 11 <br />