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Exhibit C <br />Mr, Scott Mayer <br />County of Orange <br />December 15, 2015, Page 8 <br />(iii) Effectiveness Notice. The City shall have deposited the Effectiveness <br />Notice as described in the Exchange Agreement, fully executed, into the Escrow, together with <br />instructions to the Escrow Holder to cause the delivery of the Effectiveness Notice as described in <br />Section 6.2.1 of the Original Exchange Agreement to the Government upon the Closing. <br />(iv) Environmental htsurance. SOCCCD shall have received assurance <br />reasonably acceptable to SOCCCD that it can amend its existing Environmental Pollution Legal <br />Liability Policy for the ATEP Site to delete the SOCCCD Exchange Parcel and add the County <br />Exchange Parcel. <br />(c) Mutual Conditions. It will be a condition precedent to the obligations of each Party <br />to effectuate the Closing, that: <br />(i) Specific Plan Amendment. (The Specific Plan Amendment contemplated <br />in the Exchange Agreement has been adopted by the City; however, the Specific Plan Amendment, <br />by its terms, becomes effective only upon the close of the Exchange Agreement.) The City shall <br />have acknowledged that the Closing of Amendment No. 5 is the functional equivalent of the close <br />of the Exchange and shall take such action as may be necessary to assure that the Specific Plan <br />Amendment is effective. <br />(ii) Development Agreement. (The Development Agreement contemplated in <br />the Exchange Agreement has been adopted by the City; however, the Covered Property as <br />described in the Development Agreement will exclude the SOCCCD Exchange Parcel and include <br />the Covered Property only upon the close of the Exchange.) The City shall have acknowledged <br />that the Closing of Amendment No. 5 is the functional equivalent of the close of the Exchange and <br />shall take such action as may be necessary to assure that the Covered Property includes the County <br />Exchange Parcel and excludes the SOCCCD Exchange Parcel. <br />(iii) Con�cnts. All consents from any governmental authority necessary to <br />effectuate the Closing shall have been obtained. <br />7. No Obligation to Enter into Amendment No 5. This letter of intent is not binding <br />on SOCCCD or County, and does not give rise to any rights or obligations on either Party. Neither <br />Party will be bound until Amendment No. 5 has been executed and delivered by both SOCCCD <br />and County, <br />25C -33 Page 8 of 11 <br />