Rent
|
|
Monthly Installment of Basic Rent |
|
|
Annual Rental Rate Per Rentable Square Foot |
|
January 1, 2015 through the day |
|
|
|
|
|
|
|
|
|
|
|
|
immediately prior to the Must-Take Commencement Date * |
|
$ |
810,018.00 |
** |
|
$ |
67,501.50 |
** |
|
$ |
33.00 |
|
Must-Take Commencement Date through December 31, 2015 |
|
$ |
1,201,860.00 |
** |
|
$ |
100,155.00 |
** |
|
$ |
33.00 |
|
January 1, 2016 through December 31, 2016 |
|
$ |
1,238,280.00 |
|
|
$ |
103,190.00 |
|
|
$ |
34.00 |
|
January 1, 2017 through December 31, 2017 |
|
$ |
1,274,700.00 |
|
|
$ |
106,225.00 |
|
|
$ |
35.00 |
|
January 1, 2018 through December 31, 2018 |
|
$ |
1,311,120.00 |
|
|
$ |
109,260.00 |
|
|
$ |
36.00 |
|
|
|
|
|
|
|
|
(ii) |
|
Second & Spring
Avalara, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1, 2019 through December 31, 2019 |
|
$ |
1,347,540.00 |
|
|
$ |
112,295.00 |
|
|
$ |
37.00 |
|
January 1, 2020 through December 31, 2020 |
|
$ |
1,383,960.00 |
|
|
$ |
115,330.00 |
|
|
$ |
38.00 |
|
January 1, 2021 through December 31, 2021 |
|
$ |
1,420,380.00 |
|
|
$ |
118,365.00 |
|
|
$ |
39.00 |
|
January 1, 2022 through June 30, 2022 |
|
$ |
1,456,800.00 |
|
|
$ |
121,400.00 |
|
|
$ |
40.00 |
|
* |
The Basic Rent for this period is based on the 24,546 rentable square feet of the Initial Premises only. On and following the Must-Take Commencement Date, the Basic Rent set forth in the chart above is based on the
36,420 rentable square feet of the entire Premises. In the event that the Must-Take Commencement Date does not occur until after January 1, 2016, then the foregoing schedule of Basic Rent shall be modified to reflect the same, which
modification shall be confirmed in writing by Landlord to Tenant. |
** |
The Basic Rent with respect to the Initial Premises is subject to abatement from January 1, 2015 through June 30, 2015, and the Basic Rent with respect to the Must-Take Premises is subject to abatement for the
first five (5) full months of the Term following the Must-Take Commencement Date, all subject to the terms and conditions set forth in Exhibit H attached hereto. Such abatement of Basic Rent shall not apply with respect to the Additional
Monthly Basic Rent, as described below. |
In addition, the monthly Basic Rent amounts identified herein shall be subject to increase by the
amount of the Additional Monthly Basic Rent in the event that Tenant utilizes any portion of the Additional Improvement Allowance, as more particularly set forth in Section 2.1.2 of the Tenant Work Letter attached hereto as
Exhibit B.
|
|
|
Security Deposit: |
|
None. |
|
|
Letter of Credit: |
|
$242,800.00. |
|
|
Rent: |
|
Basic Rent, Additional Rent (as defined below), and all other sums that Tenant may owe to Landlord or otherwise be required to pay under the Lease. |
|
|
Permitted Use: |
|
General office use only. |
|
|
Tenants Proportionate Share: |
|
Initially, 18.3879%, which is the percentage obtained by dividing (a) the number of rentable square feet in the Initial Premises as stated above by (b) 133,490. |
|
|
|
|
Effective as of the Must-Take Commencement Date, Tenants Proportionate Share shall equal 27.2829%, which is the percentage obtained by dividing (i) the number of rentable square feet in the |
|
|
|
|
|
|
|
(iii) |
|
Second & Spring
Avalara, Inc. |
|
|
|
|
|
|
|
Premises as stated above by (ii) 133,490. |
|
|
Base Year: |
|
The calendar year 2015. |
|
|
Parking Pass Ratio: |
|
One (1) unreserved parking pass for every 2,000 rentable square feet of the Premises then leased by Tenant. |
|
|
Initial Liability |
|
|
Insurance Amount: |
|
Three Million Dollars ($3,000,000.00) |
|
|
Tenants Address: |
|
Prior to and after the Commencement Date: |
|
|
|
|
Avalara, Inc. 100 Ravine Lane NE, Suite 200
Bainbridge Island, Washington 98110 Attention: Real
Estate |
|
|
|
|
with a copy of any notice of default to: |
|
|
|
|
Avalara, Inc. 100 Ravine Lane NE, Suite 200
Bainbridge Island, Washington 98110 Attention: Real Estate with a
copy of any default notice to the Attention: Legal Department |
|
|
Landlords Address: |
|
For all Notices:
Talon Portfolio Services, LLC 1800 Ninth Avenue, Suite 1600
Seattle, Washington 98101 Attention: Lease
Administration |
|
|
|
|
|
|
|
(iv) |
|
Second & Spring
Avalara, Inc. |
|
|
|
|
|
With a copy to: |
|
|
|
|
W2007 Seattle Office Second and Spring Building Realty, LLC
c/o Walton Street Capital, L.L.C. 900 North Michigan Avenue,
Suite 1900 Chicago, Illinois 60611 Attention: Mr. Jim
Odenbach Mr. Douglas Welker
Angela Lang, Esq. |
|
|
|
|
With a copy to: |
|
|
|
|
Pircher, Nichols & Meeks 1925 Century
Park East, Suite 1700 Los Angeles, California 90067-2512
Attention: Real Estate Notices (SCS) |
|
|
Landlords Address: |
|
For Payment of Rent: |
|
|
|
|
W2007 Seattle Office Second and Spring Building Realty, LLC
P.O. Box 730722 Dallas, Texas 75373-0722 |
|
|
|
|
|
|
|
(v) |
|
Second & Spring
Avalara, Inc. |
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
Page |
|
1. |
|
Definitions and Basic Provisions |
|
|
1 |
|
|
|
|
2. |
|
Lease Grant |
|
|
1 |
|
|
|
|
|
|
(a) Generally |
|
|
1 |
|
|
|
(b) Must-Take Premises |
|
|
2 |
|
|
|
|
3. |
|
Lease Term |
|
|
2 |
|
|
|
|
|
|
(a) In General |
|
|
2 |
|
|
|
(b) Termination Right Based on Landlords Failure to Timely Deliver the Must-Take Premises |
|
|
2 |
|
|
|
(c) Beneficial Occupancy |
|
|
3 |
|
|
|
|
4. |
|
Rent |
|
|
3 |
|
|
|
|
|
|
(a) Payment |
|
|
3 |
|
|
|
(b) Operating Costs; Taxes |
|
|
3 |
|
|
|
(c) Cost Pools |
|
|
11 |
|
|
|
|
5. |
|
Delinquent Payment; Handling Charges |
|
|
11 |
|
|
|
|
6. |
|
Letter of Credit |
|
|
11 |
|
|
|
|
|
|
(a) General Provisions |
|
|
11 |
|
|
|
(b) Drawings under Letter of Credit |
|
|
12 |
|
|
|
(c) Use of Proceeds by Landlord |
|
|
12 |
|
|
|
(d) Additional Covenants of Tenant |
|
|
13 |
|
|
|
(e) Nature of Letter of Credit |
|
|
13 |
|
|
|
(f) Transfer of Letter of Credit |
|
|
14 |
|
|
|
|
7. |
|
Landlords Obligations |
|
|
14 |
|
|
|
|
|
|
(a) Services |
|
|
14 |
|
|
|
(b) Excess Utility Use |
|
|
15 |
|
|
|
(c) Landlords Repairs |
|
|
15 |
|
|
|
(d) Restoration of Services; Abatement |
|
|
16 |
|
|
|
(e) General Abatement |
|
|
16 |
|
|
|
|
8. |
|
Improvements; Alterations; Repairs; Maintenance |
|
|
17 |
|
|
|
|
|
|
(a) Improvements; Alterations |
|
|
17 |
|
|
|
(b) Repairs; Maintenance |
|
|
18 |
|
|
|
(c) Performance of Work |
|
|
19 |
|
|
|
(d) Mechanics Liens |
|
|
19 |
|
|
|
(e) Tenants Security System |
|
|
20 |
|
|
|
|
9. |
|
Use |
|
|
20 |
|
|
|
|
|
|
|
|
(vi) |
|
Second & Spring
Avalara, Inc. |
|
|
|
|
|
|
|
10. |
|
Assignment and Subletting |
|
|
21 |
|
|
|
|
|
|
(a) Transfers |
|
|
21 |
|
|
|
(b) Consent Standards |
|
|
21 |
|
|
|
(c) Request for Consent |
|
|
21 |
|
|
|
(d) Conditions to Consent |
|
|
22 |
|
|
|
(e) Attornment by Subtenants |
|
|
22 |
|
|
|
(f) Cancellation |
|
|
23 |
|
|
|
(g) Additional Compensation |
|
|
23 |
|
|
|
(h) Permitted Transfers |
|
|
23 |
|
|
|
|
11. |
|
Insurance; Waivers; Subrogation; Indemnity |
|
|
24 |
|
|
|
|
|
|
(a) Tenants Insurance |
|
|
24 |
|
|
|
(b) Landlords Insurance |
|
|
26 |
|
|
|
(c) No Subrogation; Waiver of Property Claims |
|
|
26 |
|
|
|
(d) Waiver |
|
|
26 |
|
|
|
(e) Indemnities |
|
|
27 |
|
|
|
|
12. |
|
Subordination; Attornment; Notice to Landlords Mortgagee |
|
|
28 |
|
|
|
|
|
|
(a) Subordination |
|
|
28 |
|
|
|
(b) Attornment |
|
|
28 |
|
|
|
(c) Notice to Landlords Mortgagee |
|
|
28 |
|
|
|
(d) Landlords Mortgagees Protection Provisions |
|
|
29 |
|
|
|
|
13. |
|
Rules and Regulations |
|
|
29 |
|
|
|
|
14. |
|
Condemnation |
|
|
30 |
|
|
|
|
|
|
(a) Total Taking |
|
|
30 |
|
|
|
(b) Partial Taking Tenants Rights |
|
|
30 |
|
|
|
(c) Partial Taking Landlords Rights |
|
|
30 |
|
|
|
(d) Temporary Taking |
|
|
30 |
|
|
|
(e) Award |
|
|
30 |
|
|
|
|
15. |
|
Fire or Other Casualty |
|
|
30 |
|
|
|
|
|
|
(a) Repair Estimate |
|
|
30 |
|
|
|
(b) Tenants Rights |
|
|
31 |
|
|
|
(c) Landlords Rights |
|
|
31 |
|
|
|
(d) Repair Obligation |
|
|
31 |
|
|
|
(e) Abatement of Rent |
|
|
31 |
|
|
|
|
16. |
|
Personal Property Taxes |
|
|
32 |
|
|
|
|
17. |
|
Events of Default |
|
|
32 |
|
|
|
|
|
|
(a) Payment Default |
|
|
32 |
|
|
|
(b) Abandonment |
|
|
32 |
|
|
|
(c) Subordination |
|
|
32 |
|
|
|
(d) Estoppel |
|
|
32 |
|
|
|
(e) Insurance |
|
|
32 |
|
|
|
|
|
|
|
|
(vii) |
|
Second & Spring
Avalara, Inc. |
|
|
|
|
|
|
|
|
|
(f) Mechanics Liens |
|
|
32 |
|
|
|
(g) Misrepresentation |
|
|
32 |
|
|
|
(h) OFAC/FCPA Representation |
|
|
33 |
|
|
|
(i) Other Defaults |
|
|
33 |
|
|
|
(j) Insolvency |
|
|
33 |
|
|
|
|
18. |
|
Remedies |
|
|
33 |
|
|
|
|
|
|
(a) Termination of Lease |
|
|
33 |
|
|
|
(b) Termination of Possession |
|
|
33 |
|
|
|
(c) Perform Acts on Behalf of Tenant |
|
|
34 |
|
|
|
|
19. |
|
Payment by Tenant; Non-Waiver; Cumulative Remedies |
|
|
34 |
|
|
|
|
|
|
(a) Payment by Tenant |
|
|
34 |
|
|
|
(b) No Waiver |
|
|
35 |
|
|
|
(c) Cumulative Remedies |
|
|
35 |
|
|
|
|
20. |
|
Surrender of Premises |
|
|
35 |
|
|
|
|
21. |
|
Holding Over |
|
|
35 |
|
|
|
|
22. |
|
Certain Rights Reserved by Landlord |
|
|
36 |
|
|
|
|
|
|
(a) Building Operations |
|
|
36 |
|
|
|
(b) Security |
|
|
36 |
|
|
|
(c) Current and Prospective Insurers, Purchasers, Investors and Mortgagees |
|
|
36 |
|
|
|
(d) Prospective Tenants |
|
|
36 |
|
|
|
|
23. |
|
Intentionally Omitted |
|
|
37 |
|
|
|
|
24. |
|
Interior Signage |
|
|
37 |
|
|
|
|
25. |
|
Telecommunications and Communications |
|
|
37 |
|
|
|
|
|
|
(a) Tenants Telecommunications Providers |
|
|
37 |
|
|
|
(b) Cable Work |
|
|
38 |
|
|
|
(c) Landlords Reserved Rights |
|
|
38 |
|
|
|
(d) Removal Obligations |
|
|
39 |
|
|
|
|
26. |
|
Miscellaneous |
|
|
39 |
|
|
|
|
|
|
(a) Landlord Transfer |
|
|
39 |
|
|
|
(b) Landlords Liability |
|
|
39 |
|
|
|
(c) Force Majeure |
|
|
40 |
|
|
|
(d) Brokerage |
|
|
40 |
|
|
|
(e) Estoppel Certificates |
|
|
41 |
|
|
|
(f) Notices |
|
|
41 |
|
|
|
(g) Separability |
|
|
41 |
|
|
|
(h) Amendments; Binding Effect; No Electronic Records |
|
|
41 |
|
|
|
(i) Quiet Enjoyment |
|
|
42 |
|
|
|
(j) No Merger |
|
|
42 |
|
|
|
(k) Entire Agreement |
|
|
42 |
|
|
|
|
|
|
|
|
(viii) |
|
Second & Spring
Avalara, Inc. |
|
|
|
|
|
|
|
|
|
(l) Waiver of Jury Trial |
|
|
42 |
|
|
|
(m) Governing Law |
|
|
42 |
|
|
|
(n) Recording |
|
|
42 |
|
|
|
(o) Water or Mold Notification |
|
|
42 |
|
|
|
(p) Joint and Several Liability |
|
|
43 |
|
|
|
(q) Financial Reports |
|
|
43 |
|
|
|
(r) Attorneys Fees |
|
|
43 |
|
|
|
(s) Confidentiality |
|
|
43 |
|
|
|
(t) Authority |
|
|
44 |
|
|
|
(u) Hazardous Materials |
|
|
44 |
|
|
|
(v) List of Exhibits |
|
|
45 |
|
|
|
(w) OFAC/FCPA Representation |
|
|
45 |
|
|
|
(x) Survival of Obligations |
|
|
46 |
|
|
|
(y) Intentionally Omitted |
|
|
46 |
|
|
|
(z) Landlord Default |
|
|
46 |
|
|
|
(aa) Business Days |
|
|
46 |
|
|
|
(bb) Terms; Captions |
|
|
46 |
|
|
|
(cc) Bicycle Parking |
|
|
47 |
|
|
|
(dd) Removal of Property |
|
|
47 |
|
|
|
|
|
|
|
|
(ix) |
|
Second & Spring
Avalara, Inc. |
INDEX
|
|
|
|
|
Abated Base Rent Income Tax Amount |
|
|
Exhibit D |
|
Abated Base Rent Payment Amount |
|
|
Exhibit D |
|
Abated Rent |
|
|
Exhibit H |
|
Acceptable Change |
|
|
18 |
|
Acceptable Changes |
|
|
18 |
|
Additional Allowance |
|
|
2 |
|
Additional Insureds |
|
|
24 |
|
Additional Monthly Basic Rent |
|
|
2 |
|
Additional Rent |
|
|
4 |
|
Advocate Arbitrators |
|
|
2, 4 |
|
Affiliate |
|
|
1 |
|
Alterations |
|
|
17 |
|
Anticipated Delivery Date |
|
|
Exhibit K |
|
Approved Working Drawings |
|
|
Exhibit D |
|
Architect |
|
|
Exhibit D |
|
Award |
|
|
2, 4 |
|
Base, shell and Core |
|
|
Exhibit D |
|
Basic Lease Information |
|
|
1 |
|
blocked person |
|
|
45 |
|
Budget Estimate |
|
|
Exhibit D |
|
Buildings Structure |
|
|
1 |
|
Buildings Systems |
|
|
1 |
|
Business Days |
|
|
46 |
|
Cable Problems |
|
|
39 |
|
Cable Work |
|
|
38 |
|
Cable(s) |
|
|
38 |
|
Casualty |
|
|
30 |
|
Claims |
|
|
27 |
|
Code |
|
|
Exhibit D |
|
Common Areas |
|
|
1 |
|
Comparison Buildings |
|
|
1 |
|
Comparison Leases |
|
|
Exhibit I, Exhibit I |
|
Construction Drawings |
|
|
Exhibit D |
|
Contract |
|
|
Exhibit D |
|
Contract Price |
|
|
Exhibit D |
|
Contractor |
|
|
Exhibit D |
|
Coordination Fee |
|
|
Exhibit D |
|
Cost Pools |
|
|
11 |
|
Damage Notice |
|
|
31 |
|
Default Rate |
|
|
11 |
|
Delivery Termination Date |
|
|
2 |
|
Disabilities Acts |
|
|
20 |
|
Economic Terms |
|
|
Exhibit K |
|
Election Date |
|
|
Exhibit K |
|
Engineers |
|
|
Exhibit D |
|
|
|
|
|
|
|
|
(x) |
|
Second & Spring
Avalara, Inc. |
|
|
|
|
|
Event of Default |
|
|
32 |
|
Exercise Notice |
|
|
Exhibit I |
|
Expiration Date |
|
|
i |
|
Extension Option |
|
|
Exhibit I |
|
Final LC Expiration Date |
|
|
11 |
|
Final Payment Application |
|
|
Exhibit D |
|
Final Space Plan |
|
|
Exhibit D |
|
Final Working Drawings |
|
|
Exhibit D |
|
First Offer Notice |
|
|
Exhibit K |
|
First Offer Period |
|
|
Exhibit L |
|
First Offer Space |
|
|
Exhibit L |
|
GAAP |
|
|
24 |
|
Hazardous Materials |
|
|
44 |
|
Holidays |
|
|
15 |
|
HVAC |
|
|
14 |
|
include |
|
|
1 |
|
includes |
|
|
1 |
|
including |
|
|
1 |
|
Land |
|
|
i |
|
Landlord |
|
|
1 |
|
Landlord Parties |
|
|
1 |
|
Landlord Party |
|
|
1 |
|
Landlords Final Retention |
|
|
Exhibit D |
|
Landlords Mortgagee |
|
|
28 |
|
Landlords Work |
|
|
Exhibit D |
|
Law |
|
|
1 |
|
Laws |
|
|
1 |
|
LC Proceeds Account |
|
|
12 |
|
Lease |
|
|
1 |
|
Letter of Credit |
|
|
11 |
|
Letter of Credit Amount |
|
|
11 |
|
Minimum Financial Requirement |
|
|
12 |
|
Money Rates |
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33 |
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Mortgage |
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28 |
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Neutral Arbitrator |
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2, 4 |
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O&M Information |
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Exhibit D |
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Objection Notice |
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10 |
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Objection Period |
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10 |
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Operating Costs |
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4 |
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Operating Costs and Tax Statement |
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8 |
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Operating Costs Excess |
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3 |
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Option Term |
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Exhibit I |
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Original Tenant |
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1 |
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Outside Agreement Date |
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2, 4 |
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Over-Allowance Amount |
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Exhibit D |
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Parking Facility |
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Exhibit G |
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(xi) |
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Second & Spring
Avalara, Inc. |
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Payment Application |
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4 |
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Permitted Transfer |
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23 |
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Permitted Transferee |
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23 |
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Prime Rate |
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33 |
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Prohibited Person |
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45 |
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Project |
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i |
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Property Management Office |
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Exhibit C |
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Punch-list Items |
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Exhibit E |
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Renewal or Replacement LC |
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12 |
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Rent Credit Election Notice |
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Exhibit D |
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Rent Credit Option |
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Exhibit D |
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Repair Period |
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31 |
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Review |
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9 |
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Review Notice |
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9 |
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Right of First Offer |
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Exhibit L |
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SDNs |
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45 |
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Security Deposit Laws |
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13 |
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Specifications |
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Exhibit D |
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Standard Improvement Package |
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Exhibit D |
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Superior Rights |
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Exhibit L |
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Taking |
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30 |
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Tangible Net Worth |
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24 |
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Tax Excess |
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7 |
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Taxes |
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7 |
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Telecommunications Services |
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37 |
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Tenant |
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1 |
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Tenant Improvement Allowance |
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Exhibit D |
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Tenant Improvement Allowance Items |
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Exhibit D |
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Tenant Improvements |
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Exhibit D |
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Tenant Parking Passes |
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Exhibit G |
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Tenant Parties |
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1 |
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Tenant Party |
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1 |
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Tenant Work Letter |
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Exhibit D |
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Tenants Accountant |
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9 |
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Tenants Agents |
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Exhibit D |
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Tenants Election Notice |
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Exhibit K |
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Tenants Off-Premises Equipment |
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1 |
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Tenants Security System |
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20 |
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Termination Date |
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1 |
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Termination Notice |
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1 |
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Termination Option |
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1 |
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The Law of Real Estate Agency |
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40 |
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Third Party Offer |
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Exhibit K, Exhibit K |
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Transfer |
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21 |
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(xii) |
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Second & Spring
Avalara, Inc. |
LEASE
This Lease Agreement (this "Lease") is entered into as of August 14, 2014 between W2007 SEATTLE OFFICE SECOND AND SPRING
BUILDING REALTY, LLC, a Delaware limited liability company ("Landlord"), and AVALARA, INC., a Washington corporation ("Tenant").
1. Definitions and Basic Provisions. The definitions and basic provisions set forth in the Basic Lease Information
(the "Basic Lease Information") are incorporated herein by reference for all purposes. Additionally, the following terms shall have the following meanings when used in this Lease: "Affiliate" means any person or
entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the party in question; "Buildings Structure" means the Buildings exterior walls, roof,
elevator shafts, footings, foundations, structural portions of load-bearing walls, structural floors and subfloors, and structural columns and beams; "Buildings Systems" means the Buildings HVAC (as defined below),
security, life-safety, plumbing, electrical, and mechanical systems; "Comparison Buildings" means first class office buildings in the Seattle, Washington central business district area; "include",
"includes" or "including" shall be deemed, as the context indicates, to be followed by the words "but (is/are) not limited to" or "without limitation"; "Laws" means all federal,
state, and local laws, codes, ordinances, rules, requirements and regulations, all court orders, governmental directives, and governmental orders and all interpretations of the foregoing, and all restrictive covenants and conditions affecting the
Project, and "Law" means any of the foregoing; "Tenants Off-Premises Equipment" means any of Tenants equipment or other property that may be located on the grounds of the Project (other than inside the
Premises); and "Tenant Parties" means all of the following persons: Tenant; any assignees claiming by, through, or under Tenant; any subtenants claiming by, through, or under Tenant; and any of their respective agents, contractors,
employees, licensees, guests and invitees, and "Tenant Party" means any of the foregoing. "Original Tenant" means the Tenant originally named in this Lease. "Landlord Parties" means all of the
following persons: Landlord, Landlords Mortgagees (as defined below), and any of their respective partners, members, directors, officers, trustees, shareholders, successors and assigns, agents, employees, independent contractors, licensees,
guests and invitees, and "Landlord Party" means any of the foregoing.
2. Lease Grant.
(a) Generally. Subject to the terms of this Lease, Landlord leases to Tenant, and Tenant leases from Landlord, the
Premises. Tenant shall also have the non-exclusive right to use in common with Landlord and the other tenants of the Project those portions of the Project that are provided by Landlord for use in common with
Landlord and the other tenants of the Project, such as entrances, lobbies, restrooms, ground floor corridors, elevators and elevator foyers, loading and unloading areas, plazas, ramps, drives, stairs, and access ways and service ways (collectively,
the "Common Areas"). The outline of the Premises is set forth in Exhibit A attached hereto. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the Premises in the Building, only, and
such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the Common Areas, or the elements thereof or of the accessways to the
Premises or the Project.
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Second & Spring
Avalara, Inc. |
(b) Must-Take Premises.
Effective as of Must-Take Commencement Date, Tenant shall accept delivery of the Must-Take Premises from Landlord and the Must-Take Premises shall become part of the Premises for all purposes hereunder, and all references in this Lease to the
"Premises" shall thereafter include the Must-Take Premises. Tenants obligation to pay Basic Rent for the Must-Take Premises, and to pay Tenants Proportionate Share of any increase in Operating Costs and Taxes (as those terms
are defined in Section 4. below) with respect to the Must-Take Premises, shall commence on the Must-Take Commencement Date.
3. Lease Term.
(a) In General. The terms and conditions and provisions of this Lease shall be effective as of the date of this Lease. The
Commencement Date, Must-Take Commencement Date, Expiration Date and Term of this Lease shall be as set forth in the Basic Lease Information of this Lease. By occupying the Premises or any portion thereof, Tenant shall be deemed to have accepted the
Premises in their condition as of the date of such occupancy, subject to other provisions of this Lease, including the performance of punch-list items that remain to be performed by Landlord, if any. Prior to occupying the Premises, Tenant shall
execute and deliver to Landlord a letter substantially in the form of Exhibit E attached hereto confirming (1) the Commencement Date and the Expiration Date of the initial Term, (2) that Tenant has accepted the Premises, and (3) that
Landlord has performed all of its obligations with respect to the Premises (except for punch-list items specified in such letter); however, the failure of the parties to execute such letter shall not defer the Commencement Date or otherwise
invalidate this Lease. Occupancy of the Premises by Tenant prior to the Commencement Date shall be subject to all of the provisions of this Lease including those requiring the payment of Basic Rent and Additional Rent (each as defined below).
(b) Termination Right Based on Landlords Failure to Timely Deliver the Must-Take Premises.
Notwithstanding the foregoing, if Landlord is unable to tender possession of the Premises and/or Must-Take Premises with the Landlords Work to be performed therein substantially complete on or before January 1, 2016 (the
"Delivery Termination Date"), which date shall not be subject to delays for any reason (including force majeure), then Tenant may terminate this Lease by delivering to Landlord notice thereof at any time before the earlier of
(1) fifteen (15) days following the Delivery Termination Date, as such date may be so extended, or (2) the date on which Landlord tenders possession of the Premises and/or Must-Take Premises to Tenant with the Landlords Work to be
performed therein substantially complete. Notwithstanding the foregoing to the contrary, the Delivery Termination Date shall be extended day-for-day each day Landlord is
delayed in delivering possession of the Must-Take Premises to Tenant with the Landlords Work to be performed therein substantially complete due solely to delays caused by Tenant or Tenants Agents (as defined in Exhibit D). The
termination right afforded to Tenant under this Section 3(b) shall be Tenants sole recourse for Landlords failure to timely tender possession of the Must-Take Premises to Tenant with the Landlords Work to be performed therein
substantially complete on or before the Delivery Termination Date, as such date may be so extended. Time is of essence for the delivery of Tenants termination notice under this Section 3(b); accordingly, if Tenant fails to timely deliver
such notice, Tenants right to terminate this Lease under this Section 3(b) shall expire.
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2 |
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Second & Spring
Avalara, Inc. |
(c) Beneficial Occupancy. Tenant shall have the right to occupy the Initial
Premises prior to the Commencement Date, provided that (A) a certificate of occupancy, or a temporary certificate of occupancy (or the equivalent of either) shall have been issued by the appropriate governmental authorities permitting
Tenants use and occupancy of the Initial Premises for the Permitted Use, and (B) all of the terms and conditions of the Lease shall apply, other than Tenants obligation to pay Basic Rent, and Tenants Proportionate Share of the
Operating Costs Excess plus Tenants Proportionate Share of the Tax Excess (as defined below), as though the Commencement Date had occurred.
4. Rent.
(a) Payment. Tenant shall timely pay Rent to Landlord, without notice, demand, deduction or setoff (except as otherwise
expressly provided herein), by good and sufficient check drawn on a national banking association delivered to Landlords address provided for in the Basic Lease Information, by wire transfer as provided for in the Basic Lease Information, or to
such other address or by wiring instructions provided in a notice delivered by Landlord to Tenant, accompanied by all applicable state and local sales or use taxes. The obligations of Tenant to pay Rent and other sums to Landlord and the obligations
of Landlord under this Lease are independent obligations. Subject to the provisions of Exhibit H attached hereto, Basic Rent, adjusted as herein provided, shall be payable monthly in advance. The monthly installment of Basic Rent for the
first calendar month of the Term for which Basic Rent is due to Landlord hereunder shall be payable within two (2) Business Days following Tenants receipt of a fully executed copy of this Lease; thereafter, Basic Rent shall be payable on
the first day of each month beginning on the first day of the second full calendar month of the Term for which Basic Rent is due to Landlord. The monthly Basic Rent for any partial month at the beginning of the Term shall equal the product of 1/365
of the annual Basic Rent in effect during the partial month and the number of days in the partial month and shall be due on the Commencement Date. Payments of Basic Rent for any fractional calendar month at the end of the Term shall be similarly
prorated. Subject to the provisions of Exhibit H attached hereto, Tenant shall pay Additional Rent at the same time and in the same manner as Basic Rent.
Notwithstanding the foregoing, Tenant shall not be required to pay Basic Rent, Annual Additional Rent or any other charges hereunder until Tenant receives
from Landlord a completed and executed W-9 taxpayer identification form. Landlord acknowledges and agrees that Tenant, at Tenants option, shall have the right to pay amounts due under this Lease to
Landlord via electronic funds transfer, and that Landlord shall reasonably cooperate with Tenant, if necessary, to establish that manner of payment by Tenant.
(b) Operating Costs; Taxes.
(1) Tenant shall pay to Landlord Tenants Proportionate Share of any increase in Operating Costs (as defined below) for each calendar
year and partial calendar year falling within the Term over the Operating Costs for the Base Year (the "Operating Costs Excess"). Tenant shall not pay any charges for Operating Costs prior to the end of the Base
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3 |
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Second & Spring
Avalara, Inc. |
Year. Landlord may make a good faith estimate of Tenants Proportionate Share of the Operating Costs Excess to be due by Tenant for any calendar year or part thereof during the Term. During
each calendar year or partial calendar year of the Term (after the Base Year), Tenant shall pay to Landlord, in advance concurrently with each monthly installment of Basic Rent, an amount equal to the estimated Tenants Proportionate Share of
the Operating Costs Excess for such calendar year or part thereof divided by the number of months therein. From time to time, Landlord may estimate and re-estimate Tenants Proportionate Share of the
Operating Costs Excess to be due by Tenant and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Tenants Proportionate Share of the Operating Costs Excess
payable by Tenant shall be appropriately adjusted in accordance with the estimations so that, by the end of the calendar year in question, Tenant shall have paid all of the Additional Rent as estimated by Landlord. Any amounts paid based on such an
estimate shall be subject to adjustment as herein provided when actual Operating Costs are available for each calendar year. "Additional Rent," as used herein, shall mean, collectively, Tenants Proportionate Share of the
Operating Costs Excess plus Tenants Proportionate Share of the Tax Excess (as defined below).
(2) The term "Operating
Costs" means all expenses and disbursements (subject to the limitations set forth below) that Landlord incurs in connection with the ownership, operation, maintenance, repair and replacement of the Project, determined in accordance with
sound accounting principles consistently applied, including the following costs: (A) wages and salaries of all on-site employees at or below the grade of general manager engaged in the operation,
maintenance or security of the Project (together with Landlords reasonable allocation of expenses of off-site employees at or below the grade of senior building manager who perform a portion of their
services in connection with the operation, maintenance or security of the Project), including taxes, insurance and benefits relating thereto; (B) all supplies and materials used in the operation, maintenance, repair, replacement and security of
the Project; (C) costs for improvements (as distinguished from replacement of parts or components installed in the ordinary cause of business) made to the Project that, although capital in nature, are expected to reduce the normal operating
costs (including all utility costs) of the Project or to enhance safety or security of the Property or its occupants, as amortized using a commercially reasonable interest rate over the time period reasonably estimated by Landlord to recover the
costs thereof taking into consideration the anticipated cost savings, as determined by Landlord using its good faith, commercially reasonable judgment, as well as capital improvements made in order to comply with any Law hereafter promulgated by any
governmental authority or any interpretation hereafter rendered with respect to any existing Law, to promote safety or to maintain the quality of the Project, as amortized using a commercially reasonable interest rate over the useful economic life
of such improvements as determined by Landlord in its reasonable discretion; (D) cost of all utilities, except the cost of utilities reimbursable to Landlord by the Projects tenants other than pursuant to a provision similar to this
Section 4(b); (E) insurance expenses; (F) repairs, replacements, and general maintenance of the Project; (G) fair market rental and other costs with respect to the management office for the Building;
(H) service, maintenance and management contracts with independent contractors for the operation, maintenance, management, repair, replacement, or security of the Project (including alarm service, window cleaning, and elevator maintenance); (I)
Parking Facility operation, repair, restoration and maintenance; and (J) payments made or charges incurred under any reciprocal easement agreement, transportation management agreement, cost-sharing agreement or other covenant, condition,