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EXHIBIT "C"
<br />WORK LETTER
<br />TI-tiS 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 T14E 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 terns used heroin not otherwise defined herein shall have the meanings attributed to such terns 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 the
<br />structural, mechanical, electrical, plumbing, BVAC, lire safety, and sprinkler work relating to the Tenant Improvements for the Premises.
<br />1.2 Final Space Plan: Space Planning Allowance. A copy orthe 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 $2,$98.15 (i.e., $0.15 per RSF in the Initial Premises). 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 Drawings. 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 the work shown therein and to obtain all applicable Permits therefor, if any (defined below)
<br />(collectively, the "Final Working Drowings"). 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 Drewhigs Plan because a Design Problem exists and return the same to
<br />Landlord showing revisions required to eliminate such Design Problem (or Design Problems). If Tenant rails to notify Landlord within rive (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 shall exist only if the Filial Working Drawings are not consistent with die Final Space
<br />Plan. If Tenant disupproves 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 die 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 refeiTed to herein as the "Construction
<br />Drawings".
<br />1.4 Changes in the Final Space Plan and Approved Wei -king Drawings, No Changes (defined below) may be made by Tenant
<br />without die prior written consent of Landlord (in accordance with Section 1.5.1below); provided, however, that Landlord may withhold its consent
<br />in Its sole and absolute discretion to any Change which in Landlord Is judgment are unreasonable or would directly or indirectly delay Substantial
<br />Completion (defined below). Tenant acknowledges and agrees diet Tenant shall bear the cost of any Changes that are requested by Tenant.
<br />"ChuugWI means, collectively: (a) any changes, modifications or alterations in either the Filial 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 hereunder with respect to any portion or component of the Construction Drawings
<br />or flue Tenant Improvements shall be granted or withheld on die basis of such standards as Landlord shell establish in good faith, from time to time,
<br />Landlord has established (or may establish in die frture) 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 or greater quality than the
<br />quality specifications 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, and make other changes to the
<br />Building Standards I@om time to time.
<br />1,5.2 Landlord's review of any matters (including, without limitation, any requested Changes), as set forth is this Wink
<br />Letter, shall he solely for (lie purpose 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 other like matters, ror the benefit or Tenant or ally other party, and Landlord
<br />shall not be responsible for any omissions or errors contained in uny such items.
<br />SECTION 2
<br />COSTOF THE TENANT I NI PROV FYI FLATS
<br />2.1 Allocation orCosts: Allowance Amount; Tenant Immovement Costs.
<br />2.1.1 Subject to the provisions of this Work Letter. Landlord hereby grants Teounl Air the Tenant Improvement Costs
<br />(defined below) tin nunount (the "Allowance .Amount") equal to $772,840.00 (i.e.. $40.00 per RSF in the Initial Premises). Tenant shall bear all
<br />801 I4'Ch•!e Cemur Or—GYp• itfSunla rtua Lease I Exhibit C
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