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EXIIIBIT "C"
<br />WORK LETTER
<br />THIS WORK LETTER (this "Work Letter") is attached as Exhibit C to that certain Office Lease (the "Lease") by and between CF
<br />SANTANA, LLC, a Delaware limited liability company ("Landlord") and THE CITY OF SANTA ANA, a Municipal corporation. ("Tenant"),
<br />This Work Letter sets thrill file terns, covenants and conditions relating to the construction and installation attic Tenant Improvements in the initial
<br />Premises. All capitalized terms used herein not otherwise defined herein shall have the meanings attributed to such terms in the Lease.
<br />1.1 Landlord's Architect and the Engineers. Landlord shall engage (a) Fraser McLellan or another qualified interior architect
<br />selected by Landlord ("Landlord's Architect") to prepare the 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 fertile
<br />structural, mechanical, electrical, plumbing, HVAC, life safety, and sprinkler work relating to the Tenant Improvements for the Premises.
<br />1.2 Final Space Plan; Space Planning 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 Landlord 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 SZ898.15 (i.e., $0.15 per RSF In the Initial Remises). Any
<br />Space Planning Costs in excess of $2,898,15 shall be "Tenant improvement Costs" and shall be deducted from the Allowance Amount,
<br />1.3 Final Working Drowtaes. Based upon the Final Space Plan, Landlord shall cause the Architect au[ the Engineers to complete
<br />and deliver to Tenant for Tenant's reasonable approval two (2) copies of complete filly 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 shawl therein and to obtain all applicable Permits therefor, if any (defined below)
<br />(collectively, the "Final Working Drawings"). Tenant shall, within five (5) business days after Tenant receives the Final Working Drawings, either:
<br />(a) approve the Final Working Drawings, or (b) disapprove die Final Working Drawings Plan because a Design Problem exists and return tine 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 clays after its receipt of the Final Working Drawings that it approves or disapproves the Sallie, Tenant shall be deemed to have approved the
<br />Final Working Drawings. A "Design Problem" means and shall exist only if the Final Working Drawings are not consistent with the Final Space
<br />Plan. If Tenant disapproves the Final Working Drawings because they contain one or more Design Problems, then Landlord shall cause Landlord's
<br />Architect to make the requested changes thereto to the extent required to eliminate such Design Problems and shall resubmit to Tenant such revised
<br />Final Working 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, the "Approved Working Drawings"), The Approved Working Drawings, as moditied by any
<br />Changes (defined below) approved by Landlord, and all parts or components thereof are somednnes re Feared to herein as the "Construction
<br />Drawings".
<br />1.4 Changes in the Final Space Plan and improved Working Drawings. No Changes (defined below) may be made by Tenant
<br />without the prior written consent of Landlord (in accordance with Section 1.5.1, below); provided, however, that Landlord may withhold its consent
<br />in its sole and absolute discretion to any Change which ip Landlord's judgment are unreasonable or would directly or indirectly delay Substantial
<br />Completion (defined below). Tenant acknowledges and agrees that Tenant slid]] bear the cost of any Changes that are 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 Par 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 hereunder with respect to any portion or component of the Construction Drawings
<br />or the Tenant Improvements shall be granted or withheld on the basis of such standards as Landlord shall establish in good ilaith from time to time.
<br />Landlord has established (or may establish in the figure) Building Standards for tine 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 the
<br />quality specillcalions of the Building Standards; provided, however that Landlord may; at Landlord's option, require the Tenant Improvements to
<br />comply with specific Building Standards. Landlord reserves the right to promulgate, establish, modify, delete from, anal make other changes to tine
<br />Building Standards I1o111 time to time.
<br />1.5.2 Landlord's review of any matters (including, without limitation, any requested Changes), as set Ibrih in this Wok
<br />Letter, shall he solely for the p upose of protecting Landlord's interests hereunder, and shall not imply Landlord's review or the same, or obligate
<br />Landlord to review the same, Ibr quality, design, Code compliance or culler like matters, fir the boaeR of Tenant or any other party, and Landlord
<br />shall not be responsible tiv any emissions orerrors contained in any such items.
<br />SECTION 2
<br />COST OF THE TENANT IMPROVEMENTS
<br />2.1 Allocation of Costs• Allowance Amount; Tenant Improvement Costs.
<br />2.1.1 Subject to the provisions of this Work letter. Landlord hereby grouts Terumt lift tile ']'count Improvement Costs
<br />(defined below) an amount (the "Allovmrce Amount") equal to $772.840.0li (i.e.. $40,00 per RS'F In the Initial Premises). Tonmat shall bear all
<br />,s01 WCMe Cenmr Dr—Cffp li/ Sate it an Louse I Exhibit C
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