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EXHIBIT 1D
<br />EXHIBIT "C"
<br />)YL9;8,'iF, Lyi4)CotC7
<br />'rtIIS WORK LETTCR (this "Work Letter") is attached as L h� iblt C to that certnht 011iice 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 forth ilia tenns, covenants and conditions relating to the construction and Installation orthc Tenant Improvements in the Initial
<br />Premises, All capitalized terms used herein not otherwise defined herein shall have die meanings attributed to such terms in the Lease.
<br />1.1 Landlord's Architect and (lie Engineers. Landlord shall engage (n) Fraser McClellan or another qualified Interior architect
<br />selected by Landlord ("Landlord's Architect") to prepare the Construction Drawings (defined below) for die Premises based upon the Hari Space
<br />Plan (defined below) and (b) engineeting consultants selected by Landlord (the "Engineers") to prepare all engineering plans and drawings for die
<br />structural, mechanical, electrical, plumbing, HYAC, life safety, and sprinkler work relating to the Tenant Improvements for the premises.
<br />1.2 final Space PlamSnaeePlmhnin¢Allowance. A copyof the final space plan (and pricing plan) foriall Tenant Improvements in
<br />the Initial Premises ("Finn( Space Plan") is attached hereto as 5ohedule "C-l", 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 ,1 (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 Worldne Drmvtnes, 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 architectural slid (to the extent required)
<br />structural, mechanical, electrical and plumbing working drawings and specifications for ilia Tenant Improvements in re form which is suffhohmaly
<br />complete to allow all subcontractors to bid on she work shown therein and to obtain all applicable Permits therefor, if any (defined below)
<br />(collcotively, the "Final Working Drawings"). Tenant shall, within five (5) business days attcrTenant 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 sameto
<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 offer 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 end shall exist only if the Final Working Drawings are not consistent with tie Final Space
<br />Plain. IfTenant disapproves the Final Working Drawings because they contain one or mat¢ 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 tie foregoing procedure to be repeated until the Final Working Drawings for the Promises art ultimately approved (at -
<br />deemed approved) by Tenant (as so approved, tie "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 Ilia "Construction
<br />Drawings".
<br />1.4 Chances In the Final Snacc Plan stud Anoroved Wo idne Druwi ise, No Changes (defined below) may be made by Tenant
<br />without Vic prior written consent of. Landlord ((n accordance with Section 1.5t1, below); provided, (however, that Landlord may withhold its consent
<br />in Its sole and absolute discretion to any Change which in Landlord's Judgment ere unreasonable or 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 Tenaut
<br />"Citangos" means, collectvely: (a) any changes, modifications or alterations in either the Final Space Plan or the Approved Working Drawings or In
<br />die Tenant Improvements for the Premises contemplated thereby or (b) any modifications or alterations to the Final Working Drawings requested by
<br />Tennnt is accordance with Section 1.3 above (or otherwise), other than any such changes, modifications or alterations that are mqulred in order to
<br />eliminate a Design Problem,
<br />1.5 Landlord's Review.
<br />L5.1 Any approval orconsant ofLandlord hereunderwith raspect to any portion or component orthe Construction Drawings
<br />or dic Tenant Improvements shall be granted or withheld on the basis of such standards as Landlord shall establish in good Will From line to time.
<br />Landlord has established (or may establish in the Future) Building Standards for die components to be used In the construction of the Tenant
<br />Improvements in ilia Premises ("Building Standards"), The quality of all Tenant Improvements shall be equal to or of greater quality than the
<br />quality speoidcathins or ilia Building Stmida'ds; provided, however that Landlord may, at Landlord's option, require die Tenant Improvements to
<br />totality With specific Building Standards. Landlord reserves the right to promulgate, establish, modify, delete tram, and make other changes to the
<br />Building StandmtYs Bunn time to time.
<br />1.5.2 Landlord's review of any matters (Including, without limitation, any requested Changes), ns sat forth to this Work
<br />Letter, shall be solely for the propose of protecting Landlord's interests hereunder, and shall not haply Landlord's review or the same, at, obligate
<br />Landlord to review the same, for quality, design, Code compliance or other Zile matters, for the bmreft or Tenant or any other party, and Landlord
<br />shall not he responsible for any onhisslams or errors contained in any such items.
<br />SCC'f)DrN 2
<br />COST OF T1IE TENANT IdiPROVEAI ENTS
<br />2.1 Alluen l loll orCosts: A llmvanec Amount; Tenant Iinm'ovement Cosr;
<br />211 Sub)ecl to the provisions at'this Work Letter, Landlord hereby granlai Tcuunl lire ilia Tenant Inhpmvemcm Costs
<br />(defined below) cm anotuu (ilia "Allowance Amount") equal to $77L840,si (i.e.. $40.00 per RSF in the Initial Prenlisas). Tenant shall hear all
<br />,s01 ir' C'hlr Cemer Dr— C/p, nfSrnrto ul na Leave I fixhibil C
<br />80A-350
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