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EXHIBIT "C"
<br />WORK LETTER
<br />THIS WORK LETTER (this "Work Letter") is attached as Exhibit C to that certain O111ce Leese (the "Lease") by and between CF
<br />SAN'TANA, LLC, a Delaware limited liability company ("Landlord") and TnE CITY OF SANTA ANA, a Municipal corporation. ("Tenant").
<br />This Work Letter sets Forth the terns, covenants and conditions relating to the construction and installation orthe Tenant Improvements in the initial
<br />Premises. All capitalized terms used heroin not otherwise defined herein shall have the meanings attributed to such torus in the Lease.
<br />1.1 Landlord's Architect and the Engineers. Landlord shall engage (a) Fraser McClellati 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 for the
<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 "C-l". 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 288 . 98.13 (i.e., $0.1.5 per RSF in the Initial Premises), Any
<br />Space Planning Costs in excess of $2,898,15 shall he "Tenant Improvement Costs" and shall be deducted from the Allowance Amount.
<br />1.3 Final Working Drowinvs. Based upon the Final Space Plan, Landlord shall cause the 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 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 the Final Working Drawings Plan because a Design Problem exists and return the same to
<br />Landlord allowing revisions required to eliminate such Design Problem (or Design Problems). If Tenant fails to notify Landlord within rive (5)
<br />business clays after its receipt oFthe Final Working Drawings that it approves or disapproves the same, Tenant shell be deemed to have approved the
<br />Final Working Drawings. A "Design Problem" means end shall exist only if the Final Working Drawings are not consistent with tie 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 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 />1.4 Changes In the Final Space Plan and Approved Wnrhfne 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 in Landlord's judgment are unreasonable or would directly or indirectly delay Substantial
<br />Completion (defined below). Tenant acknowledges and agrees that Tenant shall bear the cost or 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 Teuant Improvements for the Premises contemplated thereby or (b) any modifications or alterations to the Final Working Drawings requested by
<br />Tennnt in accordance with Section 13, above (or otherwise), other than any such changes, modifications or alterations that are required in order to
<br />eliminate a Design Problem.
<br />).5 Landlord's Review.
<br />1.5.1 Any approval or consent of Landlord hereunderwith respect to any portion or component of the Conslruetion Drawings
<br />or the Tenant Improvements shall be granted or withheld on tie basis of such standards as Landlord shall establish in good faith fi•om time to time,
<br />Landlord has established (or may establish in the fiture) Building Standards for tie components to be used in the construction of the Tenant
<br />hiiprovemmIrs in the Premises ("Building Standards"). The quality of all Tenant Improvements shall be equal to or of greater quality than die
<br />quality speciremions orthe Building Standards; provided, however that Landlord may, at Landlord's option, require the Tenant Improvements to
<br />comply with specific Building Stnndards. Lndlord reserves the right to promulgate, establish, modify, delete drum, and snake other changes to the
<br />Building Smndmils lion time to time.
<br />1.5 2 Landlord's review or any matters (including, without linhitntion, any requested Changes), as set Ibrth in this Work
<br />Letter, shall be solely for the purpose of protecting Landlord's interests hereunder, and shall not imply Landlord's review or the some, or obligate
<br />Landlord to review the same. 1'or quality, design, Code compliance or other like matters, for the bcnelit of'fena it or any other party, and Landlord
<br />shall not be responsible for any omissions or errors contained in any such items.
<br />SECTION 2
<br />COST Or TI IC TENANT IM PROVEM ENTS
<br />2.1 rMlocation orCnsw Allowance Amount: Tenant lnim•nvement Costs.
<br />2.1.1 Subject to the provisions at" this Work letter. Landlord hereby grants Tenant lir the Tenant Improvement Costs
<br />(detned below) an amount (the "Allowance Amount") equal to S772,84MO (i.e.. $40,00 per RSF in the Initial Preiniscs). Tenant shall bear Lill
<br />.01 IV Ol is Carver Dr— CIO, rrfSoota rt Lin Leave I F:xhihit C
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