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M00611=31612
<br />EXHIBIT"C"
<br />WORI,( LQ-rER
<br />'THIS WORK LETTER (this "Work Letter") is stitched as Exhibit C to that certain Olriice Louse (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 Leiter sets Ibrth die terms, covenants and conditions relating to the construction and installatlan arise Termin Improvements in die initial
<br />Premises, All capitalized terms used heroin not otherwise defined herein $hall have Ole meanings attributed to such terms in the Lease,
<br />1.1 Landlord's Architect and (he Enelacers, Landlord shall engage (a) Proser McClellan or another quallfied interior architect
<br />selected by Landlord ("Landlord's Architect") to prepare die Construction Drawings (defined below) for die Premises based upon the Final Space
<br />Plan (defined below) and (b) engineering consultants selected by Landlord (the "Engineers") to prepare all engineering plans and drawings for die
<br />structural, meohauic$t, electrical, plumbing, HVAC, life safety, and sprinkler work relating to the Tenant Improvements for the Premises.
<br />1.2 Final. Space Plan; Space Plonn(nirAllowance, Acopy ofthe fiinalspace plan (and pricing plan) rorallTenant Improvements in
<br />the Initial Premises ("Final Space Plan") is attached hereto as Schedule "C•111, Landlord shall beer all costs And expenses in connection with the
<br />preparation of the Final Space Plan ("Space Planning Costs In an amount equal to 33,a96,1 (i.e., S0.15 per RSF in the Initial Premises). Any
<br />Space Planning Costs in excess or$2,995.1$ shall be "Tenant Improvement Costs" and shall be deducted from the Allowance Amount,
<br />1.3 Final Warldpit Dnrwines, Based upon the Final Space Plan, Landlord shall cause die Architect and the Engineers to complete
<br />and deliver to Tenant ror Tenant's reasonable approval two (2) copies or complete Polly 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 on One work shown therein end to obtain all applicable Permits therefor, if any (defined below)
<br />(collectively, the "Final Working Drawings"). Tenant shall, within flue (5) business days oft rTenad receives die Final Working Drawings, either,
<br />(a) approve the Final Working Drawings, or (b) disapprove tha Final Working Drawings Plan because a Design Problem exists and return die same to
<br />Landlord showing revisions required to eliminate such Design Problem (or Design Problems). If Tenant rails to notify, Landlord within five (5)
<br />business days after its receipt of the Final Working Drawings dial it approves or disapproves the same, Tenant shall be deemed to have approved tie
<br />Final Working Drawings. A "Design Problem" means and shall exist only if the Final Working Drawings are not consistent with Ole Final Space
<br />Plan. If Tenant disapproves the Final Working Drowhigs becmrse 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 resubnnft to Tenant such revised
<br />Final Working Drawings, with die foregoing procedure to be repeated until the Final Walking Drawings for die Premises she 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 (horned below) approved by Landlord, and all parts or components themur are somethnes referred to herein As the "Construction
<br />Drawings".
<br />1.4 C11H 'es in the Final gnnce Plan and lnoroved Worlda" Drawings. No Changes (defined below) may be mode by Tenant
<br />without die prior wiTlen consent of Landlord (in accordance Will Section 15 � 1, below); provided, however, that Landlord may withhold its consent
<br />in Its sole and absolute discretion to any Change which in Landlord's judgment are unreasonable or would directly or indirectly delay Subslantiul
<br />Completion (defined below), Tenant acknowledges and agrees that Tenant shall bear the cost of any Changes that are requested by Tenant,
<br />"Clio ngus" means, collectively; (a) any changes, modifications or Alterations in either the P(nal Space Plan or the Approved Working Drawinga or in
<br />the Tenant Improvements for die Premises contemplated thereby or (b) any modifications or niterations 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 alterulions that are roqulred In order to
<br />eliminate a Design Problem.
<br />1.5 Landlord's Review.
<br />1.5.1 Any approval or consent orLandiord hereunderwith rospeetlo any portion or component oflhe Construction Drawings
<br />or the Tenant Improvements shall be granted or withheld on the basis orsilch standards as Landlord shall establish in good 1'aidn from time to time.
<br />Landlord has established (or play establish in the future) Building Standards rot, die components to be used in the construction or the Tenant
<br />Improvements in the premises ("Building Standards"), The quality of nil Tenant Improvements shall be equal to or or greater quality than the
<br />quality specifications of the Building Standads; provided, however that Landlord may, at Landlord's option, require Ole Tenant Improvements to
<br />comply will, specific Building Standards. Landlord reserves the right to pronnslgme, establish, modify, delete from, and make other changes to the
<br />Building Standards fivnt lime to time.
<br />1.5.2 Landlord's review or any matters (including, without limitation, any requested Clpclges), As set Ibrih In this Work
<br />Lever, shall he solely for tho purpose orprotecting Landlord's interests hereunder, and shall not Imply Landlord's review ur the same, m• obligate
<br />Landlord to mylew the same, 1'or quality, design, Coda compliance or other like matters, for the bolefit of Tenant or any other party, and Landlord
<br />shall not he responsible for anyonnisslons orerruis conmined in any such items.
<br />SECTION 2
<br />COST OF THE TENANT INIPIEOVElkH?VTS
<br />2.1 _tllocnllou ci Allowance Ammmh'Tenant improvement Custp.
<br />2.1,1 Subject to the provisions ol'this Work Letter. Landlord hereby grunts Tannnl for like T<nonl Improvement Costs
<br />(defined heluiv) nn nnuiLill L (Lha "Allowance Amount") equal to 3772,6400(1 (Le., $40,00 per RSF in the Inn Lin l Premises). Tc lnlit shall hew art
<br />N01 11' (7, le Censer Dr —Or, gf&otu rIlo, Larcve Exhibit C
<br />80A-541
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