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EXHIBIT "C"
<br />WORK LETTER
<br />THIS WORK LETTER (this "Work Letter") is attached as Exhibit C to that certain OlTice Louse (the "Lonso") by and belweo n CF
<br />SANTANA, LLC, a Delaware limited liability company C'Londlord") and THE CITY OF SANTA ANA, s Municipal corporation. ("Tenant"),
<br />This Work Leltor sets forth the terns, covenants nod conditions relating to the Construct]on and installation of the Tenant Improvements in Are Init! at
<br />Premises, All capitalized terms used heroin not otherwise defined herein shall have the meanings attribu led to such terms in the Lease.
<br />1.1 Landlord's Architect and the Engineers. Landlord shall engage (a) Fraser McClellan or another qualified interior mahftaot
<br />selected by Landlord ("Landlord's Architect") to prepare tiro Construction Drawings (defined below) for die Promises based upon the Final Space
<br />Plat (defined below) and (b) engineering consultants selected by Landlord (ilia "Engineers") to prepare all engineering plans and drawings for die
<br />structural, mechaufcal, electrical, plumbing, HVAC, life safety, and sprinkler workrolating to the Tenant Improvements for the promises.
<br />1.2 Final Space Plan; SnacePlanninit Allowlinee, Acopy ofthe fiinalspace plan (and prioingplan) forallTenant 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 28 8,15 (i.e., 50,15 per RSF In ilia 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 />L3 Final Working Drawings, Based upon the Final Space Plan, Landlord shall cause the Architect mid the Engineers to complete
<br />and deliver to Tenant for Tenant's reasonable approval two (2) copies or complete fully wordhwted architecture] 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 "Flood Working Drawings"), Tenant shall, within five (5) business days after Tenant receives die Final Working Drawings, either:
<br />(a) approve the Final Working Drnwings, or (b) disapprove the Final Working Drawings Plan because a Design Problem exists and return the terrain
<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 (ts receipt of ilia Final Working Drawings that it approves or disapproves ilia same, Tenant shall be deemed to have approved ]lie
<br />Final Working Drawings. A "Design Problem" means and shalt exist only if the Final Working Drawings are not consistent with die Final Space
<br />Part. If Tenant disapproves the Final Working Crowbngs because they contain one or more Design Problems, then Landlord shall cause Landlord's
<br />Architect to make die requested changes dnereto 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 die Premises are ultimately approved (at -
<br />doomed approved) by Tenant (as so approved, die "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 />Drmvings".
<br />114 Chances In the Final Snace Plan :tad Anoroved Working Drawings. No Changes (defined below) may be made by Tenant
<br />Without die prior wriden consent of Landlord (in accordance with Section L511, below); provided, however, that Landlord may withhold its consent
<br />in Its sole mid 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 mid agrees that Tenant shall bear the cost or any Changes that arc requested by Tenant,
<br />"Changes" means, collxdvely; (a) any chmiges, 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 modffications or operations 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 />L5.1 Any approval or consent of Landlord hereunderwith respeet to any portion or component orlhe Construction Drawings
<br />or die Tenant Improvements shall be grinned or withheld on die bests of such standards as Landlord shall establish in good faith front Once to time.
<br />Landlord has established (or may establish in ilia (uture) Building Standards for die components to be used la the construction of the Tenant
<br />Improvements in the premises ("Building Sf nrdard.s"), The quality of all Tenant Improvements shall be equal to or of greater quality than the
<br />quality speciications orthe Building Standards; provided, however that Landlord may, at Landlord's option, require die Tenant Improvements to
<br />comply wilh spectra Building Standards. Lendla•d reserves die right to pronmlgale, establish, modify, delete from, and make other changes to the
<br />Building Standards livm time to time.
<br />1.5.2 Landlord's review of any matters (Including, without limitation, any requested Changes), as set Imlit in this Work
<br />Letter, shall be solely For the purpose or protecting Landlord's interests hereunder, and shall not Imply Landlord's review orthe more, or obligate
<br />Landlord to mv]ew the same, for quality, design, Code compliance or other tile: matters, for the benefit or Tenant or any other party, and Landlord
<br />shall not he responsible for any omissions orerrors contained in any such items,
<br />�� '•u2
<br />COST OF THE TENANT Idd PIlOVE1l I':N'1'5
<br />2.1 A Vocal ion orCosts; Allowance Amount: Tenant l mprnvemont Costs,
<br />ZIA Subject to ilia provisions at' this Work letter, Landlord hereby grants Tenant dim the Tenant Improvement Costs
<br />(defined liana)) nn nnheunt (the "Alluwancc Amount") equal to $772"5400l1 (i.e.. $40.00 per RS'F in the tnilial Premises). Tenant shall hear all
<br />301 ir' C'iitlr Center Dr— C/or "fSrnuu rbrn Lewe
<br />Exhibit C
<br />80A-256
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