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EXHIBIT 1B
<br />EXHIBIT "C"
<br />WORN LETTER
<br />'f111S WORK LETTER (this "Work Letter") Is otm. ched as Exhibit C to that certnin OlTice Lease (the "Lease") by and between CF
<br />SAN'TANA, LLC, a Delaware limited liability company ("Landlord") and THE CITY OF SANTA ANA, a Municipal corporation. ("Tenant").
<br />This Work Letter sets faith die terns, covennnts and conditions relating to The construction and Installation orthe Tenant Improvements in Ole Initial
<br />Premises, All capitalized terms used heroin not otherwise defined herein shall have the meanings attributed to such terms in the Lease,
<br />1.1 Landlord's Architect and the rnalnecrs. Landlord shall engage (a) Fraser McClellan or another quailfied interior architect
<br />selected by Landlord ("Landlord's Aretdteet") to prepare Ole Construction Drawings (delined below) for the Premises based upon the Final Space
<br />Plan (darned below) and (b) engineering consultants selected by Landlord (the "Engineers") to prepare all engineering plans and drawings for die
<br />structural, mechnnical, electrical, plumbing, HVAC, life safety, and sprinkler work relating to the Tenant Improvements ror the Premises.
<br />1.2 Final Space Plans Space PlannismAllow nee, A copy of the final space plan (and pricing plan) for all Tenant Improvements in
<br />the Initial Premises ("Final Spsee Flan") is attached hereto as Schedule "GI". 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 .! (i.o., $0.1 S per RSF in the Initial Premises), Any
<br />Space Planning Costa in excess of$2,898.15 shall be "Tenant Improvement Costs" and shall be deducted from the Allowance Amount,
<br />L3 Final Working Drawin li, Based upon the Final Space Plan, Landlord shall cause die Architect and the Engineers to complete
<br />and deliver to Tenant for Tenant's reasonable approval two (2) copies of complete fully coordinated erohitecturel and (to the extent required)
<br />structural, mechanical, elocu-heal and plumbing working dhvwings and speolimil0ons 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 flue (5) business days oftcr 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 die somata
<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 ilia Final Working Drawings that it approves or disapproves the some, Tenant shall be deemed to have eppravod die
<br />Final Working Drawings. A "Design Problem" means and shall exist only if the Final Working Drawings are not consistent with die Pinal Space
<br />Plan, If Tenant disapproves the Final Working Drawings because they contain one or more Design Problems, than Landlord shall cause Landlord's
<br />Architect to make the requested changes thereto to Lire extent required to eliminate such Design Problems and shall resubmit to Tenant such revised
<br />Final Wurking Drawings, with die foregoing procedure to be repeated until the Final Working Drawings for the Promises sit ultimately approved (or
<br />deemed approved) by Tenant (as so approved, die "Approved Wo•Idng Drawlags"). The Approved Working Drawings, as modified by any
<br />Changes (darned below) approved by Landlord, end all parts or components thereof are sometimes mRITed to herein as ilia "Construction
<br />Drawings".
<br />1.4 Climmes in the Final Sonee Plan and Anoroyed Worklim Drawings, No Changes (defined below) may be made by Tenant
<br />without die prior written consent of Landlord (in accordance with Section 1.5 A below); provided, however, that Landlord may withhold its consent
<br />in Its sole mid ubsolom discretion to any Change which In Landlord's Judgment are unreasonable or would directly or indirectly, delay Substantial
<br />Completion (defined below). Tenant acknowledges mid agrees that Tenant shall bear the cost or any Changes that are requested by Tenant,
<br />"Changus" means, collectively; (a) any changes, modifications or alterations in either the Final Space Plan or the Approved Working Drawings or in
<br />ilia Tenon 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 thun any such changes, modiroaduns or alterations that ore 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 orthe Construction Drawings
<br />or the Tenant Improvements shall be granted or withheld on die basis of such standards as Landlord shall establish in good Will from Lillie to time.
<br />Landlord has established (or may establish in One future) Building Standards for die components to be used hi the construction of the Tenant
<br />Improvements in the Promises ("Building Standards"). The quality of all Tenant Improvements shall be equal to or or greater quality than the
<br />credity speoidcotions orthe Building Standards; provided, however that Landlord may, at Landlord's option, require die Tenant improvements to
<br />comply with specific Building Standards. Londlmd reserves the right to promulgate, aslabkish, modify, delete from, and make other changes to the
<br />Building Standards lions time to done.
<br />1.5.2 Landlord's review of any matters (including, without limitation, any requested Changes), as set forth lu this Work
<br />Letter, shall be solely fur the purpose orprotecting Landlord's Interests hereunder, and shall not Imply Landlord's review orthe same, or obligate
<br />Landlord to review the same, for quality, design, Code compliance or other like matters, for tho Llanelli of Tenant or any ether porly, and Londlmd
<br />shill not he responsible for any omissions or eYos contained in uny such items,
<br />SECTION 2
<br />COST OF TliE TENANT IMPROV KM RNTS
<br />2.1 A linen l ion orCrivtr Allowance AmountTon nt Improvement Costs,
<br />2.1.1 Subject to ilia provisions of this Work Letter, Landlord hereby gmnis Tenant Ibr the Tenant Improvement Costs
<br />(defined heluhv) an nlnnllm (die "Allowance Amount") equal to $772.840,0(1 (i.e.. $40.00 per RSF In the initial Premises). Tennnt Shall bear all
<br />,401 Ii27rdr Corner Dr— Cary•io Srniluelerr Leave 1 FxhibilC
<br />80A-158
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