|
EXHIBIT 3
<br />EXHIBIT "C„
<br />'r111S WORK LETTER (ibis "Work Letter") Is n0.ached as h to that cercniu OlTiice Lease (the "Leusc") by and between CF
<br />SANTANA, LLC, a Delaware limited liability company ("Landlord") and THE CITY OF SANTA ANA, A Municipal corporation. ("Tenant,,),
<br />This Work Letter sets forth the terns, covenants and conditions relating to the construction and Installation of the Tenant Improvements in die Initial
<br />Premises. All capitalized terms used heroin not otherwise defined herein shall have die meanings attributed to such terms in the Lease,
<br />III Landlord's Architect and the Isnalncers, 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 the 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 drawinga for the
<br />structural, mechanical, electrical, plumbing, HVAC, Sire safety, and sprinkler work relating to the Tenant Improvements for the Premises.
<br />1.2 Final Spice Plan; SSnacePlanninnAllowgpee, A copy of the final space plan (and pricing plan) for All Tenant Improvements in
<br />the Initial Premises ("Final Space Plan") is attached hereto es 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 SZ898.15 (i.e., $0,15 per RSF In the Initial Premises). Any
<br />Space Planning Costs in excess of $2,g9g.1$ shall be "Tenant improvement Costs" and shall be deducted from the Allowance Amount,
<br />13 Final Warkine Drasvinas, Based upon the Final Space Plan, Landlord shall cause the Architect and 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 extant 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 die work shown therein and to obtain all Applicable Permits therefor, if any (detlned below)
<br />(collectively, the "Final Working Drawings"). Tenant shall, within five (5) business days alter Tenant receives die Final Working Drawings, either.
<br />(a) approve (he 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 shall exist only if the Final Working Drawings are not consistent with die Final Space
<br />Plan. If Tenant disupprovcs the Final Working Drawhhgsbecmtse 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 resubmit to Tenant such revised
<br />Final Working Drawings, with die foregoing procedure to be repeated until the Final Waking Drawings for to Premises are ultimately approved (o•
<br />deemed approved) by Tenant (as so approved, die "Approved Working Drawings"), The Approved Working Drmvings, As modified by any
<br />Changes (defined below) approved by Landlord, and all parts or components thereof Pro sometimes referred to herein as the "Construction
<br />Drawings".
<br />1.4 Chart ees in the Final Space Plan and \nprpygy Working Ilcaw'nv , No Changes (defined below) may be made by Tenant
<br />without die prior wriuen consent of Landlord (In accordance with Section ,d 5A 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 unreusonabte 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 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 />Tenant in accurdance with Section 1.3 above (or otherwise), other than any such changes, modifications ar alterations that Are required In order to
<br />eliminate a Design Problem.
<br />1.5 Landlord's Review.
<br />115.1 Any approval or consent of Landlord hereunder with respect to any portion or component of the Construction Drawings
<br />or die'I'ennnt Improvements shall be granted or withheld on die basis of such standards as Landlord shall establish in good faith from time to time.
<br />Landlord has established (or may establish in the Future) Building Standards for die components to be used in the construction or the Tenant
<br />Improvements in the Premises ("Eatding Standards"), The quality of oil Tenant Improvements shnll be equal to or of greater quality than the
<br />quality specillcotiuns of the Building Standards; provided, however that Landlord may, at Landlord's option, require die Tentim Improvements to
<br />comply with specific Building Standards. Landlord reserves the right to promulgate, establish, modify, delete from, trod make oilier changes to the
<br />Building Standards dam time to time.
<br />1.5.2 Landlord's review or any matters (including, without lindlation, any rcquaslcd Changes); as set forth to this Work
<br />Lever, shall be solely for the propose or protecting Landlord's interests hereunder, and shall not Imply Landlord's review or the some, ar obligate
<br />Landlord to ravlew the same, I'or quality, design, Code compliance or other lika matters, for the botelit of Tenant or any other party, and Londlurd
<br />shall not he responsible for any omissions orerrurs contained in any such items.
<br />=12 2
<br />COST OF TI I TENANT IM PROVE11 EV'1'S
<br />2.1 _—knocat ion of Casts; AIImvancc Amann I; Ten it at hnmevement Costs.
<br />2.1,1 SubJect to the provisions of this Work Letter. Landlord hereby grunts Tenant for the 'Tenant Improvement Costs
<br />Ncllncd below) nn nlantlm (Lila "A llowiuies Amount") equal to $772.840.00 (i.e.. $40.00 per RSF in the Initial Premises). Tenant shall bear all
<br />,101 II' C'irlr Caner Dr—Clry rrfSrnuu rl un Lena¢ I fixhibit C
<br />
|