ORANGE, COUNTY OF, OC ANIMAL CARE SERVICES (PARTICIPATION AGMT) - 2016

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Mr. Scott Mayer County of Orange 333 W. Santa Ana Blvd. Santa Ana, CA 92702-1379 Exhibit C h C l:..l l6e - IF\ .4F. V4Llil C(r e I a,F .• Fit t11, <Fu T( r:n December 15, 2015 Re: PROPOSAL TO GROUND LEASE SOCCCD EXCHANGE PARCEL TO COUNTY OF ORANGE FOR DEVELOPMENT AS ANIMAL CARE CENTER /AMENDMENT OF COUNTY- SOCCCD LAND EXCHANGE AGREEMENT Dear Mr. Mayer: This letter of intent sets forth the material terms and conditions under which South Orange County Community College District ( "SOCCCD ") would ground lease Band in Tustin Legacy to the County of Orange ( "County") in advance of the planned land exchange as contemplated in the Exchange Agreement (as defined below) for the purpose of constructing an animal care center. Each of SOCCCD and County is sometimes hereinafter called a "Party" and they are sometimes hereinafter collectively called "Parties:," Capitalized terms not defined herein shall have the meanings ascribed to them in the Exchange Agreement. Background. (a) Exchange Agreement. The Parties entered into that certain Agreement for the Exchange of Real Property dated as of February 7, 2012 (the "Original Exchange Agreement "), which sets forth the terms and conditions under which SOCCCD would convey to County a parcel of real property known as the " SOCCCD Exchange Parcel" in exchange for which County would cause the conveyance to SOCCCD of a parcel of real property known as the "County Exchange Parcel." The Original Exchange Agreement as amended by Amendment No. I, Amendment No, 2, Amendment No.3 and Amendment No. 4 is referred to herein as the "Exchange Agreement." A condition precedent to the consummation of the exchange contemplated by the Exchange Agreement (the "Exchange ") is that the Navy shall have conveyed fee title to the County Exchange Parcel to the City of Tustin ("''City") pursuant to the MCAS Tustin Reuse Plan. The Navy will not make such conveyance until certain issues related to remediation of hazardous substances on the County Exchange Parcel, a portion of the SOCCCD Exchange Parcel and certain nearby parcels are resolved. Upon the satisfactory resolution of such issues, the Navy will issue a document known as "FOST 9," which will, among other things, permit the Navy to convey the County Exchange Parcel to the City. It appears that the issuance of FOST 9 may take several more years. The County's existing animal care facilities are severely impacted and County desires to develop the SOCCCD Exchange Parcel with an Animal Care Center ( "Center ") as soon as practicable. The Parties desire to amend the Exchange Agreement so as to permit County to commence construction of the Center no later than June 2016. Page 1 of 11