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EXHIBIT "C"
<br />WORK LETTER
<br />Tins WORK LETTER (this "Want 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 THB 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 ot•the 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 />Ll Landlord's Architect and the Eneincers. Landlord shall engnge (a) Fraser McClellan or another qualified interior architect
<br />selected by Landlord ("Landlord's Archi(ect") 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 Fallible
<br />structural, mechanical, electrical, plumbing, F1VAC, lira snfety, 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-1". Landlord shall bear all costs and expenses in connection with the
<br />preparation of line Final Space Plan ("Space Planning Casts In all amount equal to SZ898,15 (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 shell 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 />cold 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 ora tine 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 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 return the Sallie 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 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 the Final Space
<br />Plan. If Tenant disapproves the Final Wmldng 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 die Final Working Drawings for the Premises are ultimately approved lot-
<br />deemed
<br />ordeemed 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 pars or components thereof are sometimes referred to herein as the "Construction
<br />Drawings".
<br />1.4 Changes in the Final Space Picot and Approved Working Droivines. No Changes (defined below) may be made by Tenant
<br />without the prior written consent of Landlord (fit 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'sjudgment are unreasonable or would directly or indirectly delay Substantial
<br />Completion (defined below). Tenant acknowledges and agrees that Tenant shot] 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 (m' 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 oarthe 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 play establish in the Future) building Standards For the components to be used in the construction or the 'Tenant
<br />Improvements in the Premiscs ("Building Standards"). The quality of all Tenant Improvements shall be equal to or of greater quality than the
<br />quality specifientions of tine Building Standards; provided, however that Landlord may; at Lmhdlord's option, require the Tenant lmprovements to
<br />comply hvith specific Building Standards. Landlord reserves the right to prmuulgae, establish, modify, delete float, and make other chnnges to the
<br />Building Standards from time to time.
<br />1.5.2 Landlord's review of any matters (including, without limitation, any requested Changes). as set Palin in this Work
<br />Leaer, shall be solely for the purpose til' protecting Landlord's interests hereunder, and shell not imply Landlord's review of the sane, or obligate
<br />Landlord to review [lie same, for quality, design, Codc compliance or olha like matters, for the bereft of Tenant or any Other party, and Landlord
<br />Shall not be responsible for any omissions or errors contained in tiny such items.
<br />SEC'T'ION 2
<br />COST OF "F] IC TENANT IMPROVFMCNTS
<br />2,1 Allocation ofCosts• Allowance Amount; T chant Im rnvenncnt Costs.
<br />2.1.1 Subject to the provisions of this Work Letter. Landlord hereby grants 'tenant for the Tenant Improvement Costs
<br />(defined below) an amount (the "Allowance Amount") count to $772,840,0(1 (i.e.. S40,00 per' RSF in the Initial Premises). Tenant slhall halo all
<br />801 W Citic Ceder Dr—City• njSrtnm Ana Lwve I Exhibit C
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