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EXHIBIT "C"
<br />WORK LETTER
<br />THIS 1VORK LETTER (this "Work Letter") is attached as Exhibit C to that certain Office Lease (the "Lease") by and between CF
<br />SAN'TANA, LLC, a Delaware limited liability company ("Landlord") and THE CITY OF SANTA ANA, a Municipal corporation. ("Tenant").
<br />This Work Letter sets forth die terns, covenants and conditions relating to the construction and installation orthe Tenant Improvements in the Initial
<br />Premises. All capitalized terms used herein nototherwise defined herein shall have die meanings attributed to such terms in the Lease.
<br />1.1 Landlord's Architect and the Engineers. Landlord shall engage (a) Fraser McClellan or another qualified interior architect
<br />selected by Landlord ("Landlord's Architect") to prepare die Construction Drawings (defined below) for the Premises based upon the Final Space
<br />Plan (defined below) and (b) engineering consultants selected by Landlord (the "Engineers") to prepare all engineering plans and drawings for die
<br />structural, mechanical, electrical, plumbing, UVAC, life safety, and sprinkler work relating to the Tenant Improvements for file Premises.
<br />1.2 Final Space Plan; Space Plannin¢ Allowance. A copy of the final space plan (and pricing plan) for all Tenant Improvements in
<br />the Initial Premises ("Final Space Plan") is attached hereto as Schedule "C-1", Landlord shall bear all costs and expenses in connection with the
<br />preparation of the Final Space Plan ("Space Planning Costs in an amount equal to $Z898.15 (i.e., $0.15 per RSF in die Initial Premises). Any
<br />Space Planning Costs in excess of $2,598.15 shall be "Tenant Improvement Costs" and shall be deducted from the Allowance Amount.
<br />1.3 Final Workinv Drawings. Based upon the Final Space Plan, Landlord shall cause die Architect and the Engineers to complete
<br />and deliver to Tenant for Tenant's reasonable approval two (2) copies of complete fully coordinated architectural and (to the extent required)
<br />structural, mechanical, electrical and plumbing working drawings and specifications for the Tenant Improvements in a form which is sufficiently
<br />complete to allow all subcontractors to bid on die work shown therein and to obtain all applicable Permits fherefor, if any (defined below)
<br />(collectively, the "Final Working Drawings"). Tenant shall, within five (5) business days after Tenant receives die Final Working Drawings, either.
<br />(a) approve the Final Working Drawings, or (b) disapprove the Final Working Drawings Plan because a Design Problem exists and retum die same to
<br />Landlord showing revisions required to eliminate such Design Problem (or Design Problems). If Tenant fails to notify Landlord within five (5)
<br />business days after its receipt of the Final Working Drawings that it approves or disapproves the same, Tenant shall be deemed to have approved the
<br />Final Working Drawings. A "Design Problem" means and shalt exist only if the Final Working Drawings are not consistent with die Final Space
<br />Plan. IfTen nit disapproves the Final Working Drawings because they contain one or moan Design Problems, then Landlord shall cause Landlord's
<br />Architect to make the requested changes thereto to the extent mquh ed to eliminate such Design Problems and shall resubmit to Tenant such revised
<br />Final Waking Drawings, with the foregoing procedure to be repeated until the Final Working Drawings for the Premises are ultimately approved (or
<br />deemed approved) by Tenant (as so approved, die "Approved WorRfng Drawings"), The Approved Working Drawings, as modified by any
<br />Changes (defined below) approved by Landlord, and all parts or components thereof are sometimes referred to herein as the "Construction
<br />Drawings".
<br />IA Chances in the Final Space Plan and Annroved Working Drawings. No Changes (defined below) may be made by Tenant
<br />without die prior wriden consent of Landlord (in accordance with Section 1.5.1, below); provided, however, that Landlord may withhold its consent
<br />in its sole mid absolute discretion to any Change which in Landlord's judgment are unreasonable or would directly or indirectly delay Substantial
<br />Completion (defined below). Tenant acknowledges tad agrees that Tenant shall bear the cost of any Changes that arc requested by Tenant.
<br />"Changes" means, collectively; (a) any changes, modifications or alterations in either the Final Space Plan or the Approved Working Drawings or in
<br />the Tenant Improvements for the Premises contemplated thereby or (b) any modifications or alterations to the Final Working Drawings requested by
<br />Tenant in accordance with Section 1.3 above (or otherwise), other than any such changes, modifications or alterations that are required in order to
<br />eliminate a Design Problem.
<br />1.5 Landlord's Review.
<br />1.5.1 Any approval or consent of Landlord hereunderwith respect to any portion or component orthe Construction Drawings
<br />or die 'Tenant Improvements shall be granted or withheld on the basis of mkch standards as Landlord shall establish in good faith from time to time.
<br />Landlord has established (or may establish in the future) Building Standards for die components to be used in the construction of the Tenant
<br />Improvements in the Premises ("Building Standards"), The quality of all Tenant Improvements shall be equal to or of greater quality than die
<br />quality specifications of the Building Standards; provided, however that Landlord may, at Landlord's option, require die Tenant hnprovemems to
<br />comply with specific Building Standards. Landlord reserves the right to pronulgate, establish, modify, delete from, and make other changes to the
<br />Building Standards hurt time to time.
<br />1.5 2 Landlord's review of any matters (including, without limitation, any requested Changes), ns set Ibrth in this Work
<br />Lefler, shall be solely fur the propose of protecting Landlord's interests hereunder, and shall not imply Landlord's review of the sane, or obligate
<br />Landlord to review the Sarre, far quality, design, Code compliance or other like matters, ror the benefit of Tenant or any other parly, and Landlord
<br />shall not he responsible for any omissions or errors contained in any such items.
<br />SECTION 2
<br />COST OF TI1E TENANT IMPROVEMENTS
<br />2J Allocation or Crals; Allowance Amountj Tenant Improvement Costs.
<br />2.1,1 Subject to the provisions of this Work letter. Landlord hereby gr ai Tenant liar the Iennnt improvement Costs
<br />(defined hCIUw) [in amount (the "Allowance Amount") equal to $772.840.00 (i.e.. $40.00 per RS'F in the Initial Premises). Tenant shall bear all
<br />.101 W Ch it Ce nwr Dr—Clq• nJSnnta Arm Leave r Exllfblt C
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