Lease Agreement (2018)Full Document 

January 1, 2015 through the day

immediately prior to the Must-Take Commencement Date *

Must-Take Commencement Date through December 31, 2015

January 1, 2016 through December 31, 2016

January 1, 2017 through December 31, 2017

January 1, 2018 through December 31, 2018

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.

TABLE OF CONTENTS

INDEX

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; "Building’s Structure" means the Building’s exterior walls, roof, elevator shafts, footings, foundations, structural portions of load-bearing walls, structural floors and subfloors, and structural columns and beams; "Building’s Systems" means the Building’s 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; "Tenant’s Off-Premises Equipment" means any of Tenant’s 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, Landlord’s 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.

(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. Tenant’s obligation to pay Basic Rent for the Must-Take Premises, and to pay Tenant’s 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 Landlord’s 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 Landlord’s 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 Landlord’s 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 Landlord’s Work to be performed therein substantially complete due solely to delays caused by Tenant or Tenant’s Agents (as defined in Exhibit D). The termination right afforded to Tenant under this Section 3(b) shall be Tenant’s sole recourse for Landlord’s failure to timely tender possession of the Must-Take Premises to Tenant with the Landlord’s 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 Tenant’s termination notice under this Section 3(b); accordingly, if Tenant fails to timely deliver such notice, Tenant’s right to terminate this Lease under this Section 3(b) shall expire.

(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 Tenant’s 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 Tenant’s obligation to pay Basic Rent, and Tenant’s Proportionate Share of the Operating Costs Excess plus Tenant’s 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 Landlord’s 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 Tenant’s 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 Tenant’s 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 Tenant’s 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

Year. Landlord may make a good faith estimate of Tenant’s 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 Tenant’s 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 Tenant’s 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 Tenant’s 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, Tenant’s Proportionate Share of the Operating Costs Excess plus Tenant’s 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 Landlord’s 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 Project’s 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,