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EXHIBIT "C"
<br />WORK LETTER
<br />THIS WORK LETTER (this "Work Letter") is attached its 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 forth the terms, covenants and conditions relating to the construction and installation of the Tenant Improvements in the Initial
<br />Fienhises. All capitalized terms used herein 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 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 />shactural, mechanical, electrical, plumbing, HVAC, life safety, and sprinkler work relating to the Tenant Improvements 1'or 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 -I". Landlord shell bear all costs and expenses in connection with the
<br />preparation of the Final Space Plan ("Space Planning Costs in an amount equal to $2,898.1.5 (i.e., $0.1.5 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 filly coordinated architectural and (lo 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 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 Woking Drawings 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 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 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 Woking Drawings fo'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 Work , 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 of would directly or indirectly delay Substantial
<br />Completion (defined below). Tenant acknowledges and agrees that Tenant shall 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 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 chengcs, 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 faith from time to time.
<br />Landlord has established (or may establish in the future) Building Standards for the 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 specifications of the Building Standards; provided, however that Landlord may, at Landlord's option. require the Tenant Improvements to
<br />comply with speei6c Building Standards. Landlord reserves the right to promulgate, establish, modify, delete from, and make other changes to the
<br />Building Standards fiom time to time.
<br />1.5.2 Landlord's review of any rootlets (including, without limitation, any requested Changes). as set forth in this Work
<br />Letter, shall be solely Por the propose of protecting Landlord's interests hereunder, and shall not imply Landlorcl's review of tho Saone. or obligate
<br />Landlord to review the same, for quality, design, Code compliance or other like matters, for the benefit of Tenant or app other parry. and Landlord
<br />shall not be responsible for any omissions ca errors contained in anv such items.
<br />SEC "1'101, 2
<br />COST OF THE TENANT IMPROVEMENTS
<br />2.1 A IIOration of Costs; A l low once Amount Tenant l into nient Costs.
<br />2.1.1 Subject to the provisions of this Wort. Letter. Landlord hereby giants Tenant for the Icnant hnpwvemcut Costs
<br />(dclined below) an amount (the "Allocence Amount") equal to 5772,840.00 (i.e.. $40.00 per RSF in the Initial Premises). Tenant shall bear all
<br />30( WCivic Cenler Dr—CitynJ'Sont AnaLeave I E\hibarC
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