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EXHIBIT 1E
<br />EXHIBIT "C"
<br />WORK "ITER
<br />'f111S WORK LETTER (this "Work Letter") Is oltaehed as Exhibit C to that certain OrIce 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 tuts forth the terms, covenants and conditions relating to the construction and installation artful Tenant improvements India Initial
<br />Premises. All capitalized terms used heroin not otherwise defined herein shall have the meanings attributed to shtoh temms in the Lease.
<br />1.1 Landlord's Architect and the Pncpnaers. Landlord shall engage (a) Fraser McClellan or another quallfied interior architect
<br />selected by Landlord ("Landlord's Architect') to prepare the Construction Drawings (defined below) for die 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 die
<br />structural, mechanical, electrical, plumbing, HVAC, lift safety, and sprinkler work relating to the Tenant Improvements for the Premises.
<br />1.2 Fithat5 ace Plan; 5naeePlanninstAllowance. A copy of the first space pion (and pricing plan) Erroll Tenant Improvements in
<br />the lulllal Premises ("Final Space Plan") is attached hereto as Sr edtde "Gl", 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 $ 89N•/3 (i.e., $0,1 S per RSF in the Initial Premises). Any
<br />Space Planning Costs in excess of $2,898.1$ shall be "Tenant Intppovemem Costs' and shall be deducted from the Allowance Amount,
<br />1.3 Final Working Drawings, Based upon the Final Space Plan, landlord shall cause die Architect mid the Engineers to complete
<br />and deliver to Tenant for Tenant's reasonable approval two (2) copies or complete fully coordinated architectural and (to the extent required)
<br />structural, mechanical, electrical and plumbing working drawings and specifications for ilia Tenant improvements in a form which is sufficiently
<br />complete to allow all subcontractors to bid on due work shown therein and to obtain all applicable Permits therefor, if any (darned below)
<br />(collectively, the "Final Working Drawings"). Tenant shall, within five (5) business days after Ten lit receives the 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 same to
<br />Landlord showing revisions requited 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 shell exist only if the Final Working Drawings are not consistent with Elie First Space
<br />Plan. If Tenant disapproves the Final Working Drowiugs because they contain one or mote Design Problems, than 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 Wmking Drawings, with die fowgoiug procedure to be repeated until the Final Working Drawings for die Premises one ultimately approved (or
<br />deemed approved) by Tenant (as so approved, die "Approved Working Drawings"), The Approved Working Drawings, as modified by any
<br />Changes (darned below) approved by Landlord, and all parts or components thereof are sometimes refetted to herein as ilia "Construction
<br />Druivings".
<br />1.4 Chances hi the Final Snare Plan and Snoroved Working DrAirints. No Changes (defined below) may be made by Tenant
<br />without die prior written consent of Landlord (in accordance with Section 164_ below); provided, however, (flat Landlordmay withhold its consent
<br />in Its sole and absolute discretion to any Change which in Landlord's Judgment are unreusonable 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 />"Changes" means, collectively; (a) any changes, modifications or alterations in either the Final Spoce Plan or the Approved Working Drawings or in
<br />ilia Tenant Improvements for the Premises contemplated thereby or (b) any modifications or alterations to the Final Working Drawings requested by
<br />Tenant In accurdance with Section 1.3 above (or otherwise), other than ally such changes, modifications or alterations that um required In order to
<br />eliminnte 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 ortha Ccnstructpon Drawings
<br />or die Tenant Improvements still) I be granted or withheld on die basis of such standards as Landlord shell establish in good Nidi front time to lime.
<br />Landlord has established (or may establish in Ilia future) Building Standards for die m riponents to be used in the construction of the Tenant
<br />Improvements in Cite Premises ("Bn pilling Standards")• The quality of all Tenon( Improvements shop be cquaI to or nr greater quality than the
<br />quality specifications or the Building Standards; provided, however that Landlord may, at Landlord's option, require the Tenant Iniprovementy to
<br />comply with specific Building Standards. Landlord reserves the right to pronmlgnte, establish, modiPy, delete from, and mike other changes to the
<br />Building Standards lium time to true.
<br />1.5.2 Landlord's review or any matters (including, without limitation, any requested Changes), as set path in this Work
<br />Letter, shall be solely For Ilia purpose of protecting Landlord's interests hereunder, and shall not Imply Landlord's mview of the same, or obligate
<br />Landlord to review the some, I'or quality, design, Code compliance or other trice natters, for the benefit of Tcnnnt or any other party, and Landlord
<br />shall not he responsible fur any omissions or errurs contained in any such items.
<br />'r TI N2
<br />COST OI•' TPIE TENANT I\d PROVENIEVAS
<br />2.1 Allocation arCostr Aflmvance Amnnnt•Tenant Improvement Costs.
<br />2JA Subject to to, provisions of this Work Letter. Landlord hereby groats Tenant for the Tenant Improvement Costs
<br />(defined below) an nrnntrm (the "Allowance Amount") equal to 5772.8400(1 (i.e.. $40.00 per RSF lit the Initial Premises), Tcnnnt shall hem, nil
<br />N01 u'CA•ir Cemur IV— 0rofSrn111) Alm Leave I Exhibit
<br />80A-445
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