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EXHIBIT 1 <br /> EXHIBIT A <br /> WORK LETTER <br /> THIS WORK LETTER(this"Work Letter") is attached to and incorporated into the First <br /> Amendment. Supplementing the provisions of the Lease (as amended by the First Amendment), <br /> but without limiting those provisions, Landlord and Tenant agree as follows with respect to the <br /> Tenant Improvements to be installed in the Premises. <br /> I. Purpose. This Work Letter establishes responsibilities for the design and <br /> construction of the Tenant Improvements as well as the allocation of the costs of the Tenant <br /> Improvements. The terms, conditions. and requirements of the Lease, except where clearly <br /> inconsistent or inapplicable to this Work Letter, are incorporated into this Work Letter. <br /> 2. Definitions. The fallowing defined terms used in this Work Letter shall have the <br /> meanings set forth below. Unless provided to the contrary herein, any other capitalized term that <br /> is not defined in this Work Letter shall have the meaning given to that term in the Lease. <br /> (a) "Approved Working Drawings" is defined in Section 3(c) hereof. <br /> (b) 'Building Systems" means the structural portions of the Building, the <br /> common area restrooms, elevators, the Building's HVAC, mechanical, electrical, <br /> plumbing,and fire and life safety systems and equipment(including,but not limited to,the <br /> fire alarm and fire sprinklers). <br /> (c) "Contractor" means the general contractor engaged by Landlord for <br /> performance of the Landlord Work pursuant to Section 4.hereof. <br /> (d) "Cost Proposal" is defined in Section 5(a) hereof. <br /> (e) "Days" means, unless otherwise indicated,calendar days. <br /> (t) "Landlord Coordination Fee" means a fee equal to five percent (5%) of <br /> the hard and soft, costs of the Landlord Work charged by Landlord for its services in <br /> managing the design and construction of the Tenant Improvements, and such fee will be <br /> included in the cost of the Landlord Work and deducted from the Tenant Allowance. <br /> (g) "Landlord's Representative" means Dana Duarte as the only person <br /> authorized to act for Landlord pursuant to this Work Letter. Tenant steal I not be obligated <br /> to respond to or act upon any request, approval, inquiry or other communication from or <br /> on behalf of Landlord in connection with this Work. Letter unless such communication is <br /> in writing from Landlord's Representative. Landlord may change the Landlord's <br /> Representative at any time upon not less than five (5) days' advance written notice to <br /> Tenant. <br /> (h) "Landlord Work" means all work necessary and appropriate to complete <br /> the Tenant Improvements in accordance with this Work Letter and the Lease. <br /> 6 <br /> 5910216.11 <br />